- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
August 12 2009 - 6:02AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Dated August 11, 2009
Registration Statement No. 333-157537
Supplementing Preliminary Prospectus Supplement Dated August 10, 2009, and
Prospectus dated February 26, 2009
PRICING TERM SHEET
Dated August 11, 2009 to the
Preliminary Prospectus Supplement Referred to Below
Ball Corporation
$700,000,000
7.125% Senior Notes due 2016
7.375% Senior Notes due 2019
This term sheet relates
only to the securities described below and should be read in conjunction with
the preliminary prospectus supplement dated August 10, 2009 and the
accompanying prospectus dated February 26, 2009 (including the documents
incorporated by reference therein) relating to these securities.
Issuer:
|
Ball Corporation
|
|
|
Securities:
|
7.125% Senior
Notes due 2016 (2016 Notes)
|
|
7.375% Senior
Notes due 2019 (2019 Notes)
|
|
|
Ratings:
|
2016 Notes:
Ba1/BB+
|
|
2019 Notes:
Ba1/BB+
|
|
|
Distribution:
|
SEC Registered
|
|
|
Maturity:
|
2016
Notes: September 1, 2016
|
|
2019
Notes: September 1, 2019
|
|
|
Face Amount:
|
2016 Notes:
$375,000,000
|
|
2019 Notes:
$325,000,000
|
|
|
Gross Proceeds:
|
2016 Notes:
$367,406,250
|
|
2019 Notes:
$316,595,500
|
|
|
Net Proceeds (before expenses):
|
2016 Notes:
$361,781,250
|
|
2019 Notes:
$311,720,500
|
|
|
Coupon:
|
2016 Notes:
7.125%
|
|
2019 Notes:
7.375%
|
|
|
Price to Public:
|
2016 Notes:
97.975%
|
|
2019 Notes:
97.414%
|
Yield:
|
2016 Notes:
7.500%
|
|
2019 Notes:
7.750%
|
|
|
Trade Date:
|
August 11,
2009
|
|
|
Expected
Settlement Date:
|
August 20,
2009 (T+7)
|
|
|
Interest Payment Dates:
|
2016 Notes:
semi-annually on September 1st and March 1st, beginning on
March 1, 2010
|
|
2019 Notes:
semi-annually on September 1st and March 1st, beginning on
March 1, 2010
|
|
|
Day
Count:
|
30/360
|
|
|
Optional
Redemption:
|
2016 Notes: On or
after:
|
|
September 1, 2013
|
103.563%
|
|
September 1, 2014
|
101.781%
|
|
September 1, 2015
|
100.000%
|
|
in each case,
plus accrued
and unpaid interest
|
|
|
|
2019 Notes: On or
after:
|
|
September 1, 2014
|
103.688%
|
|
September 1, 2015
|
102.458%
|
|
September 1, 2016
|
101.229%
|
|
September 1, 2017
|
100.000%
|
|
in each case,
plus accrued
and unpaid interest
|
|
|
Make-Whole:
|
Callable
prior to first call date at make-whole call of T+50 plus accrued and unpaid
interest
|
|
|
Equity Clawback:
|
2016 Notes: Prior to
September 1, 2012, up to 35.00% at 107.125% plus accrued and unpaid
interest
|
|
2019 Notes: Prior to
September 1, 2012, up to 35.00% at 107.375% plus accrued and unpaid
interest
|
|
|
Mandatory
Offer to Repurchase:
|
In
the event of a Change of Control (as defined in the preliminary prospectus
supplement), at 101% of principal plus accrued and unpaid interest
|
|
|
Spread to
Treasury:
|
2016 Notes: 420
bps
|
|
2019 Notes: 405
bps
|
|
|
Reference Treasury:
|
2016 Notes: 4.875% UST
due August 15, 2016
|
|
|
|
2019 Notes: 2.75% UST
due February 15, 2019
|
|
|
CUSIP:
|
2016 Notes: 058498 AM8
|
|
2019 Notes: 058498 AN6
|
|
|
ISIN:
|
2016 Notes:
US058498AM84
|
|
2019 Notes:
US058498AN67
|
|
|
Joint
Book-Running Managers:
|
Goldman,
Sachs & Co.
|
|
J.P. Morgan
Securities Inc.
|
2
|
Bank of America
Securities, LLC
|
|
Barclays Capital
Inc.
|
|
Deutsche Bank
Securities Inc.
|
|
|
Co-Managers:
|
RBS Securities
Inc.
|
|
KeyBanc Capital
Markets Inc.
|
|
BNP Paribas
Securities Corp.
|
|
Wells Fargo
Securities, LLC
|
|
US Bancorp
Investments, Inc.
|
|
HSBC Securities
(USA) Inc.
|
|
Commerzbank Capital
Markets Corp.
|
|
|
Capitalization Table
Items as of
|
|
June 28, 2009 (as
adjusted):
|
Cash and cash
equivalents: $59.5(1)
|
(dollars in millions)
|
Notes offered hereby:
$700.0
|
|
Total long-term debt,
including current portion: $2,891.6
|
|
Total capitalization:
$4,201.4
|
(1) We expect to use any remaining
proceeds after the consummation of the ABI Acquisition (as defined in the
preliminary prospectus supplement) on fees and expenses associated with this
offering and the ABI Acquisition and on general corporate purposes, which may
include other potential acquisitions, the refinancing or repayment of debt,
working capital, share repurchases or capital expenditures. This offering is
not conditioned on the closing of the ABI Acquisition. If the ABI Acquisition is
not consummated, we may, among other things, repay borrowings under our
revolving credit facilities and the remaining proceeds from the offering may be
used as described in Use of Proceeds in the preliminary prospectus
supplement.
It is expected that
delivery of the notes will be made against payment therefore on or about August 20,
2009, which will be the seventh business day following the date of pricing of
the notes. Under Rule 15c6-1 under
the Securities Exchange Act of 1934, trades in the secondary market generally
are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on August 11, 2009
or the three succeeding business days will be required, by virtue of the fact
that the notes initially will settle in T+7, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes on August 11, 2009 or the
three succeeding business days should consult their own advisor.
The final risk factor on page S-18
of the preliminary prospectus supplement is hereby replaced with the following:
The notes will be issued with more
than a de minimis amount of original issue discount, which means they will
trigger certain federal income tax consequences for the holders of the notes.
In addition, a note holders claim in bankruptcy may be less than the face
amount of the notes.
The notes will be issued with original issue
discount for U.S. federal income tax purposes.
As a result, in addition to the stated interest on the notes, you will
be required to include a portion of such original issue discount in your income
as it accrues for federal income tax purposes in advance of receipt of any
payment on the notes to which the income is attributable. To understand how
this may affect you, you should seek advice from your own tax advisor prior to
purchasing these notes. See Material U.S.
3
Federal
Income Tax Consequences (as set forth below) for a more detailed discussion of
the U.S. federal income tax consequences to the holders of the notes of the
purchase, ownership and disposition of the notes.
In addition, in the event of a bankruptcy proceeding involving the
Company, your claim as a creditor of the Company will not equal the face amount
of the notes purchased by you in this offering.
The difference between the purchase price of the notes in this offering
and the face amount of those notes may be considered to be unmatured interest
for purposes of the U.S. bankruptcy code, which could not be an allowable claim
in a bankruptcy proceeding involving the Company.
Material U.S. Federal Income Tax Consequences
The
following discussion supersedes and replaces the discussion set forth in the
Preliminary Prospectus Supplement under the caption entitled MATERIAL U.S.
FEDERAL INCOME TAX CONSEQUENCES.
The
following summary describes the material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the notes as of the date
hereof to U.S. holders and non-U.S. holders (each as defined below) that
acquire notes for cash at their original issue price pursuant to this offer.
The summary is based on the Internal Revenue Code of 1986, as amended (the Code),
Treasury Regulations, judicial decisions, published positions of the Internal
Revenue Service (IRS), and other applicable authorities, all as in effect as
of the date hereof and all of which are subject to change or differing
interpretations (possibly with retroactive effect). The discussion does not
address all of the tax consequences that may be relevant to a particular person
or to persons subject to special treatment under U.S. federal income tax laws
(such as financial institutions, broker-dealers, insurance companies, regulated
investment companies, real estate investment trusts, cooperatives, traders in
securities who elect to apply a mark-to-market method of accounting, persons
that have a functional currency other than the U.S. dollar, expatriates,
tax-exempt organizations, or persons that are, or hold their notes through,
partnerships or other pass-through entities), or to persons who hold the notes
as part of a straddle, hedge, conversion, synthetic security, or constructive
sale transaction for U.S. federal income tax purposes, all of whom may be
subject to tax rules that differ from those summarized below. In addition,
this discussion does not address the consequences of the alternative minimum
tax, or any state, local or foreign tax consequences or any tax consequences
other than U.S. federal income tax consequences. This summary deals only with
persons who hold the notes as capital assets within the meaning of Section 1221
of the Code (generally, property held for investment). No IRS ruling has been or will be sought
regarding any matter discussed herein.
Holders
are urged to consult their tax advisors as to the particular U.S. federal tax
consequences to them of the acquisition, ownership and disposition of notes, as
well as the effects of state, local and non-U.S. tax laws.
For
purposes of this summary, a non-U.S. holder means any beneficial owner (other
than a partnership or other pass-through entity for U.S. federal income tax
purposes) that is not a U.S. holder. A
U.S. holder means a beneficial owner of a note (as determined for U.S.
federal income tax purposes) that is, or is treated as, a citizen or individual
resident of the United States, a corporation created or organized in the United
States or under the laws of the United States or any political subdivision
thereof, an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or a trust if (i) a court within the
United States is able to exercise primary supervision over the administration
of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (ii) the trust has a valid election
in effect to be treated as a U.S. person.
4
If a partnership (including any entity
treated as a partnership or other pass-through entity for U.S. federal income
tax purposes) is a holder of a note, the U.S. federal income tax treatment of a
partner in the partnership generally will depend on the status of the partner
and the activities of such partnership. Partners and partnerships should
consult their tax advisors as to the particular U.S. federal income tax
consequences applicable to them.
U.S. Holders
Stated Interest and Original
Issue Discount
. Payments of stated interest on the notes will
be taxable to a U.S. holder as ordinary interest income at the time such holder
receives or accrues such amounts, in accordance with its regular method of tax
accounting. The notes will be issued with original issue discount (OID) for
U.S. federal income tax purposes because the notes stated redemption price at
maturity (which is equal to the face amount of the notes) exceeds the issue
price of the notes (which is equal to the first price at which a substantial
amount of notes is sold for cash, other than to bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters, placement
agents or wholesaler) by more than a statutorily defined de minimis amount.
Accordingly, each U.S. holder, regardless of
the holders accounting method, generally must include in ordinary income a
portion of the OID for each day during each taxable year in which a note is
held, determined by using a constant yield-to-maturity method that reflects compounding
of interest. The amount of such inclusions will generally increase over time.
This means that each U.S. holder will be required to include amounts in income
without a corresponding receipt of cash attributable to such income. A U.S.
holders adjusted tax basis in a note will generally equal the notes issue
price, increased by any OID included in income with respect to the note.
Disposition
. Upon
the taxable sale, exchange, redemption or other taxable disposition of a note,
a U.S. holder will generally recognize taxable capital gain or loss equal to
the difference, if any, between the amount realized and the holders adjusted
tax basis in the note at the time. Such gain or loss will be long-term capital
gain or loss if the U.S. holders holding period with respect to the note
disposed of is more than one year at the time of disposition. To the extent
that amounts received include accrued but unpaid interest that the U.S. holder
has not yet included in income, such interest will not be taken into account in
determining gain or loss, but will instead be taxable as ordinary interest
income. The deductibility of capital losses is subject to limitations.
Non-U.S. Holders
Stated Interest and OID.
Subject to the discussion of backup withholding below, a non-U.S.
Holder generally will not be subject to U.S. federal income or withholding tax
on interest or OID paid or accrued on a note, if the interest and OID is not
effectively connected with a U.S. trade or business, provided that the non-U.S.
Holder:
(1) does not actually or constructively,
directly or indirectly, own 10% or more of our voting stock; and
(2) is not a controlled foreign corporation
that is related to us (directly or indirectly) through stock ownership; and
5
(3) is not a bank that acquired the note in
connection with an extension of credit made pursuant to a loan entered into in
the ordinary course of business; and
(4) certifies to its non-U.S. status on IRS Form
W-8BEN.
Alternatively, a non-U.S. holder that cannot
satisfy the above requirements generally will be exempt from U.S. federal
withholding tax with respect to interest or OID paid on the notes if the holder
establishes that such interest and OID is not subject to withholding tax
because it is effectively connected with the non-U.S. holders conduct of a
trade or business in the United States and, in the case of certain tax
treaties, is attributable to a permanent establishment or fixed base within the
United States (generally, by providing an IRS Form W-8ECI). However, to the
extent that such interest or OID is effectively connected with the non-U.S.
holders conduct of a trade or business (and, in the case of certain tax
treaties, is attributable to a permanent establishment or fixed base within the
United States), the non-U.S. holder will be subject to U.S. federal income tax
on a net basis at graduated rates and, if it is a foreign corporation, may be
subject to a 30% U.S. branch profits tax (or lower applicable treaty rate). In
addition, under certain income tax treaties, the U.S. withholding rate on
payments of interest and OID may be reduced or eliminated, provided the
non-U.S. holder complies with the applicable certification requirements
(generally, by providing an IRS Form W-8 BEN).
Disposition.
Subject to the discussion below regarding information reporting and
backup withholding, a non-U.S. holder generally will not be subject to U.S.
federal income taxation with respect to gain realized on the sale, exchange,
redemption, repurchase or other disposition of a note, unless
(1) the non-U.S. holder holds the note in
connection with the conduct of a U.S. trade or business (and, in the case of
certain tax treaties, the gain is attributable to a permanent establishment or
fixed base within the United States); or
(2) in the case of an individual, such
individual is present in the United States for 183 days or more during the
taxable year in which gain is realized and certain other conditions are met.
Information reporting and backup withholding
. A non-U.S. holder may be subject to information reporting with
respect to interest and OID paid or accrued on a note and with respect to
amounts realized on the disposition of a note, and may also be made available to the tax
authorities in the country in which the non-U.S. holder resides under the
provisions of an applicable income tax treaty.
A non-U.S. holder not subject to U.S.
income tax may nonetheless be subject to backup withholding (currently imposed
at 28%) with respect to interest and OID paid or accrued on a note, and with
respect to amounts realized on the disposition of a note, unless the non-U.S.
holder provides the withholding agent with the applicable IRS Form W-8 or
otherwise establishes an exemption. Non-U.S. holders should consult their tax
advisors as to their qualifications for an exemption for backup withholding and
the procedure for obtaining such an exemption. Backup withholding is not an
additional tax. Any amounts withheld
under the backup withholding rules from a payment to a non-U.S. holder may be
credited against the non-U.S. holders U.S. federal income tax liability, if
any, or refunded, if the required information is furnished to the IRS in a
timely manner. Non-U.S. holders should
consult their tax advisors regarding the information reporting and backup
withholding rules to them.
Note
: The
issuer has filed a registration statement (including a prospectus dated of February
26, 2009) and a preliminary prospectus supplement dated of August 10, 2009 with
the Securities and Exchange Commission for the offering to which this
communication relates. Before you
invest, you should read the prospectus, the preliminary prospectus supplement
in that registration statement and other documents the
6
issuer has filed with the Securities and Exchange Commission for more
complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the Securities and Exchange Commission web site at
www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling toll-free 1-888-663-5847.
Note:
A
securities rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time.
7
Ball (NYSE:BLL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ball (NYSE:BLL)
Historical Stock Chart
From Jul 2023 to Jul 2024