Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2022, Ball Corporation, an Indiana corporation ("Ball"), entered
into a Fifth Amendment to Credit Agreement (the "Fifth Amendment"), among Ball,
as a borrower and guarantor, certain subsidiaries of Ball party thereto as
borrowers, certain subsidiaries of Ball party thereto as guarantors, Deutsche
Bank AG New York Branch, as administrative agent and as collateral agent, the
lenders party thereto, and the initial facing agents party thereto, which amends
Ball's existing stock secured Credit Agreement, dated as of March 18, 2016 (as
amended, including by the Fifth Amendment, the "Amended Credit Agreement"),
among Ball, as a borrower and guarantor, certain subsidiaries of Ball party
thereto as borrowers, Deutsche Bank AG New York Branch, as administrative agent
and as collateral agent, the lenders party thereto, and the initial facing
agents party thereto, by, among other things, (i) extending the maturity of each
facility from March 25, 2024 to June 28, 2027, and (ii) refinancing the existing
term loan A and revolving facilities thereunder with (x) a term loan A facility
available to Ball in an aggregate principal amount of $1,350,000,000, (y) a U.S.
dollar revolving credit facility available to Ball and certain of its domestic
subsidiaries in an aggregate principal amount of $1,250,000,000, and (z) a
multi-currency revolving credit facility available to Ball and certain of its
subsidiaries in an aggregate principal amount of $500,000,000.
Borrowings in U.S. dollars shall bear interest based on a term secured overnight
financing rate ("SOFR") plus a credit spread adjustment of 0.10% or a base rate,
in each case plus a margin as described below. Borrowings in Pounds sterling
shall bear interest based on a daily sterling overnight index average rate
("SONIA") plus a credit spread adjustment of 0.10% plus a margin as described
below. Borrowings in Euros shall bear interest based on the EURIBOR rate plus a
margin as described below. The margin for each of the foregoing rates other than
the base rate shall range from 1.00% to 1.50% based on the net leverage ratio
(as defined in the Amended Credit Agreement) of Ball, with interest periods, in
the case of SOFR or EURIBOR borrowings, at Ball's option of 1, 3 or 6 months or,
subject to certain conditions, 12 months or any period less than one month. The
margin for base rate borrowings shall range from 0.00% to 0.50% based on the net
leverage ratio of Ball. However, prior to the delivery of Ball's quarterly
financial statements for the fiscal quarter ending June 30, 2022, such margin
shall be 1.25 percent for SOFR, SONIA and EURIBOR borrowings and 0.25 percent
for base rate borrowings.
Outstanding term loans under the term loan A facility are payable in equal
installments of $0 on the last business day of each of the first four full
fiscal quarters occurring after June 28, 2022 commencing with the fiscal quarter
ending September 30, 2022; and subsequently in equal installments of $8,437,500
on the last business day of each of the following full fiscal quarters
commencing with the fiscal quarter ending September 30, 2023, ending with (and
including) the fiscal quarter ending June 30, 2025; and subsequently in equal
installments of $16,875,000 on the last business day of each of the following
full fiscal quarters commencing with the fiscal quarter ending September 30,
2025, ending with (and including) the fiscal quarter ending immediately prior to
the maturity date, with the balance due on the maturity date.
The Amended Credit Agreement contains customary representations and warranties,
events of default and covenants for a transaction of this type, including, among
other things, covenants that restrict the ability of Ball and its subsidiaries
to incur certain additional indebtedness, create or prevent certain liens on
assets, engage in certain mergers or consolidations, engage in asset
dispositions, declare or pay dividends and make equity redemptions or restrict
the ability of its subsidiaries to do so, make loans and investments, enter into
transactions with affiliates, enter into sale-leaseback transactions or make
voluntary payments, amendments or modifications to subordinate or junior
indebtedness. The Amended Credit Agreement also requires Ball to maintain a net
leverage ratio of (i) no greater than 5.00 to 1.00 for any period of four
consecutive fiscal quarters of Ball for which financial statements have been
delivered ending on or prior to June 30, 2025 or (ii) no greater than 4.50 to
1.00 for any period of four consecutive fiscal quarters of Ball for which
financial statements have been delivered ending on or after September 30, 2025.
The maximum permitted net leverage ratio increases by 0.50 upon the consummation
of certain permitted acquisitions for the four fiscal quarter period commencing
with the fiscal quarter in which such acquisition occurs.
Commitments and loans outstanding under the Amended Credit Agreement may be
voluntarily reduced or prepaid without premium or penalty other than payment of
customary breakage costs. Loans outstanding under the term loan facility will be
subject to mandatory prepayment by the net cash proceeds of asset dispositions
or casualty or condemnation events with respect to assets of Ball and its
subsidiaries, except for certain specified exceptions and subject to specified
thresholds, in each case to the extent not reinvested in accordance with the
terms of the Amended Credit Agreement.
If an event of default under the Amended Credit Agreement occurs, the
commitments under the Amended Credit Agreement may be terminated and the
principal amount outstanding thereunder, together with all accrued unpaid
interest and other amounts owed thereunder, may be declared immediately due and
payable.
Ball and all of its present and future material wholly-owned domestic
subsidiaries and material wholly-owned U.S. domiciled foreign subsidiaries, and
certain other domestic subsidiaries, guaranty the obligations (or, in the case
of U.S. domiciled foreign subsidiaries, the obligations of foreign credit
parties or subsidiaries only) under the loan documents and any swap contracts
entered into with any of the lenders or their affiliates that remain a lender or
an affiliate, with certain exceptions and subject to grace periods in accordance
with the terms of the Amended Credit Agreement.
The obligations under the loan documents are secured, with certain exceptions in
accordance with the terms of the Amended Credit Agreement and the applicable
pledge agreement, by a valid first priority perfected lien or pledge on (i) 100%
of the capital stock of each of Ball's present and future direct and indirect
material wholly-owned domestic subsidiaries directly owned by Ball or any of its
wholly-owned domestic subsidiaries and (ii) 65% of the capital stock of each of
Ball's present and future material wholly-owned first-tier foreign subsidiaries
and material wholly-owned U.S. domiciled foreign subsidiaries directly owned by
Ball or any of its wholly-owned domestic subsidiaries, in each case other than
certain excluded subsidiaries. In addition, the obligations of certain foreign
borrowers and foreign pledgors under the loan documents are secured, with
certain exceptions in accordance with the terms of the loan documents and the
applicable pledge agreement, by a valid first priority perfected lien or pledge
on 100% of the capital stock of certain of Ball's material wholly-owned foreign
subsidiaries and material wholly-owned U.S. domiciled foreign subsidiaries
directly owned by Ball or any of its wholly-owned material subsidiaries, in each
case other than certain excluded subsidiaries.
The foregoing description of the Fifth Amendment and Amended Credit Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Fifth Amendment and Amended Credit Agreement, which is
attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and which is
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 28, 2022, Ball entered into the Fifth Amendment as described under Item
1.01 above. The description of the Fifth Amendment set forth in Item 1.01 above
is hereby incorporated by reference under this Item 2.03.
The foregoing description of the Fifth Amendment does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Fifth
Amendment which is attached hereto as Exhibit 10.1 to this Current Report on
Form 8-K, and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following are furnished as exhibits to this report:
Exhibit No. Description
10.1 Fifth Amendment to Credit Agreement, dated as of June 28, 2022,
among Ball Corporation, certain subsidiaries of Ball Corporation
party thereto as borrowers, certain subsidiaries of Ball Corporation
party thereto as guarantors, Deutsche Bank AG New York Branch, as
administrative agent and as collateral agent, certain financial
institutions party thereto, as lenders, and the initial facing
agents.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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