Item 1.01. Entry Into a Material Definitive
Agreement.
Underwriting Agreement
On
May 8, 2023, Ball Corporation, an Indiana corporation (the “Company”), entered into an underwriting agreement
(the “Underwriting Agreement”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and
Citigroup Global Markets Inc., as representative of the several underwriters named therein (the “Underwriters”), in connection
with the Company’s previously announced underwritten public offering (the “Offering”) of $1,000,000,000 in aggregate
principal amount of 6.000% Senior Notes due 2029 (the “Notes”).
The
Notes were offered and sold pursuant to a prospectus, dated March 4, 2021, forming a part of the Company’s shelf registration
statement on Form S-3 (Registration No. 333-253873), and a prospectus supplement, dated May 8, 2023.
The Underwriting Agreement
includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each
of the Company, the Guarantors and the Underwriters against certain liabilities and customary contribution provisions in respect of those
liabilities.
The Company intends to use
the net proceeds from the Offering to repay approximately $800 million in outstanding borrowings under its U.S. dollar revolving credit
facility, without a reduction in commitment, with the remainder to be used for general corporate purposes, which may include the refinancing
or repayment of debt (including its outstanding 4.00% Senior Notes due November 2023 on or before their date of maturity), potential
investments in strategic alliances and acquisitions, working capital, share repurchases, pension contributions or capital expenditures.
The exact allocation of such proceeds and the timing thereof is at the discretion of the Company’s management.
A copy of the Underwriting
Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety
by reference to such Exhibit.
Indenture
On
May 11, 2023, the Company completed the Offering of the Notes. The Notes were issued under an Indenture, dated November 27,
2015 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”),
as supplemented by a Sixteenth Supplemental Indenture, dated May 11, 2023, among the Company, the subsidiary guarantors party thereto
and the Trustee with respect to the Notes (the “Sixteenth Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”). The Indenture and the form of the Notes, which is attached as an exhibit to the Sixteenth Supplemental Indenture,
provide, among other things, that the Notes are senior unsecured obligations of the Company.
Interest is payable on the
Notes on January 1 and July 1 of each year beginning on January 1, 2024. The Notes will mature on June 15, 2029.
The
Company may redeem the Notes at any time in whole, or from time to time in part, prior to May 15, 2026, at its option at the “make-whole”
redemption price, as described in the Indenture. The Company may also redeem the Notes at any time in whole, or from time to time in part,
on or after May 15 of the relevant year listed as follows (expressed as percentages of the principal amount of the Notes being
redeemed): 2026 at a redemption price of 103.000%; 2027 at a redemption price of 101.500%; and 2028 and thereafter at a redemption price
of 100.000%.
At
any time prior to May 15, 2026, the Company may redeem up to 40% of the aggregate principal amount of the Notes with an amount not
to exceed the proceeds of one or more equity offerings of the Company’s capital stock at a redemption price of 106.000% of
the principal amount of the Notes being redeemed. In each of the above cases, the Company will also
pay any accrued and unpaid interest to, but excluding, the applicable redemption date.
The Company’s payment
obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by substantially all of its existing
domestic subsidiaries and will be guaranteed by all of its future domestic subsidiaries that are guarantors of its other indebtedness,
subject to certain exclusions. The Notes are not guaranteed by any of the Company’s foreign subsidiaries.
Subject to certain limitations,
in the event of a change of control repurchase event, the Company will be required to make an offer to purchase the Notes at a price equal
to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The
Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions,
as well as customary events of default.
A copy of the Base Indenture
is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Sixteenth Supplemental
Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The above description of the material terms of the Indenture, the Sixteenth Supplemental Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.