- Current report filing (8-K)
August 26 2009 - 1:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 20, 2009
BALL CORPORATION
(Exact name of Registrant
as Specified in Charter)
Indiana
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001-07349
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35-0160610
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10 Longs
Peak Drive, P.O. Box 5000, Broomfield, Colorado 80021-2510
(Address of
Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code
(303) 469-3131
Not
Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry Into a Material Definitive
Agreement.
Second and Third Supplemental Indentures
On August 20, 2009, Ball Corporation (the Company)
completed the sale of $375,000,000 in aggregate principal amount of 7.125%
senior notes due 2016 (the 2016 Notes) and $325,000,000 in aggregate
principal amount of 7.375% senior notes due 2019 (the 2019 Notes and, together
with the 2016 Notes, the Notes). The Notes were issued under an Indenture,
dated March 27, 2006 (the Base Indenture), between the Company and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New
York Trust Company, N.A.), as trustee (the Trustee), as supplemented by a Second
Supplemental Indenture, dated August 20, 2009, among the Company, the subsidiary
guarantors (the Guarantors) and the Trustee and relating to the 2016 Notes (the
Second Supplemental Indenture) and a Third Supplemental Indenture, dated August 20,
2009, among the Company, the Guarantors and the Trustee and relating to the
2019 Notes (the Third Supplemental Indenture and, together with the Base
Indenture and the Second Supplemental Indenture, the Indentures). The
Indentures and the forms of notes, which are attached as exhibits to the
Indentures, provide, among other things, that the Notes will be senior
unsecured obligations of the Company.
Interest is payable on the 2016 Notes on March 1
and September 1 of each year beginning on March 1, 2010 until their
maturity date of September 1, 2016. The Company may redeem some or all of
the 2016 Notes at any time prior to September 1, 2013 at a price equal to
100% of the principal amount of the 2016 Notes redeemed plus an applicable
make-whole premium. On or after September 1, 2013, the Company may redeem some
or all of the 2016 Notes at redemption prices set forth in the Second Supplemental
Indenture. In addition, at any time prior to September 1, 2012, the
Company may redeem up to 35% of the aggregate principal amount of the 2016 Notes
at a redemption price of 107.125% of the principal amount of the 2016 Notes
redeemed with the net cash proceeds of certain equity offerings.
Interest is payable on the 2019 Notes on March 1
and September 1 of each year beginning on March 1, 2010 until their
maturity date of September 1, 2019. The Company may redeem some or all of
the 2019 Notes at any time prior to September 1, 2014 at a price equal to
100% of the principal amount of the 2019 Notes redeemed plus an applicable
make-whole premium. On or after September 1, 2014, the Company may redeem some
or all of the 2019 Notes at redemption prices set forth in the Third Supplemental
Indenture. In addition, at any time prior to September 1, 2012, the
Company may redeem up to 35% of the aggregate principal amount of the 2019 Notes
at a redemption price of 107.375% of the principal amount of the 2019 Notes
redeemed with the net cash proceeds of certain equity offerings.
The Companys payment obligations under the Notes are
fully and unconditionally guaranteed on an unsecured senior basis by its
existing and future material domestic subsidiaries, other than certain excluded
subsidiaries and unrestricted subsidiaries. The Notes are not guaranteed by any
of the Companys foreign subsidiaries.
The terms of the Indentures, among other things, limit
the ability of the Company to incur additional debt and issue preferred stock;
pay dividends or make other restricted payments; make certain investments;
create liens; allow restrictions on the ability of certain of its subsidiaries
to pay dividends or make other payments to it; sell assets; engage in certain
sale and leaseback transactions; merge or consolidate with other entities; and
enter into transactions with affiliates. If the Notes are, in the future, rated
investment grade by any two of Moodys Investors Services, Inc., Standard &
Poors Ratings Services or Fitch Inc., certain of these covenants will,
thereafter, no longer apply to the Notes, irrespective of whether the Notes
continue to be rated at investment grade.
Subject to certain limitations, in the event of a
change of control of the Company, 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 to the date of repurchase.
The Indentures provide for customary events of default
which include (subject in certain cases to customary grace and cure periods),
among others, nonpayment of principal or interest; breach of other agreements
in the Indentures; defaults in failure to pay certain other indebtedness; the
failure to pay certain final judgments; the failure of certain guarantees to be
enforceable; and certain events of bankruptcy or insolvency. Generally, if an
event of
2
default occurs, the Trustee or the holders of at least
25% in aggregate principal amount of the then outstanding series of Notes may
declare all the Notes of such series to be due and payable immediately.
Copies of the Base Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture are attached hereto as Exhibits
4.1, 4.2 and 4.3 to this Current Report on Form 8-K, respectively, and are
incorporated by reference herein. The above description of the material terms
of the Indentures and the Notes does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.
Item
2.03
Creation of a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of
a Registrant.
The information set forth in Item 1.01 above with
respect to the Indentures and the Notes is hereby incorporated by reference
into this Item 2.03 insofar as it relates to the creation of a direct financial
obligation.
Item
9.01
Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
Number
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Description
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4.1
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Indenture, dated March 27, 2006, between Ball
Corporation and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.) (filed by incorporation by
reference to the Current Report on Form 8-K dated March 27, 2006)
filed March 30, 2006.
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4.2
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Second Supplemental Indenture, dated August 20,
2009, among Ball Corporation, the guarantors named therein and The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.).
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4.3
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Third Supplemental Indenture, dated August 20,
2009, among Ball Corporation, the guarantors named therein and The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.).
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3
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: August 26, 2009
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BALL CORPORATION
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By:
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/s/ Raymond J. Seabrook
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Name:
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Raymond J. Seabrook
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Title:
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Executive Vice President and Chief Financial Officer
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4
EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1
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Indenture, dated March 27, 2006, between Ball
Corporation and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.) (filed by incorporation by
reference to the Current Report on Form 8-K dated March 27, 2006)
filed March 30, 2006.
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4.2
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Second Supplemental Indenture, dated August 20,
2009, among Ball Corporation, the guarantors named therein and The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.).
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4.3
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Third Supplemental Indenture, dated August 20,
2009, among Ball Corporation, the guarantors named therein and The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.).
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5
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