BROOMFIELD, Colo., Feb. 24, 2012 /PRNewswire/ -- Ball Corporation
[NYSE: BLL] announced today that it has commenced a cash tender
offer (the "Offer") to purchase any and all of its outstanding
$450 million aggregate principal
amount of 6 5/8% Senior Notes due 2018 (the "Notes").
In connection with the Offer, Ball is soliciting consents (the
"Consent Solicitation") from the holders of the Notes for proposed
amendments that would eliminate most of the restrictive covenants,
certain events of default and certain other provisions contained in
the indenture governing the Notes. Adoption of the proposed
amendments requires the consent of the holders of at least a
majority in principal amount of the Notes outstanding. Holders who
tender their Notes will be deemed to consent to the proposed
amendments and holders may not deliver consents to the proposed
amendments without tendering their Notes in the Offer. A holder may
not revoke a consent without withdrawing the previously tendered
Notes to which such consent relates. Notes tendered may only be
withdrawn, and related consents revoked, prior to 5 p.m., New York City Time, on March 8, 2012, unless extended, except in limited
circumstances where additional withdrawal rights are required by
law. The Offer and Consent Solicitation are being made upon
the terms and subject to the conditions described in the Offer to
Purchase and Consent Solicitation Statement, dated Feb. 24, 2012 (the "Offer to Purchase"), and a
related Consent and Letter of Transmittal, which more fully set
forth the terms and conditions of the Offer and Consent
Solicitation.
The Offer will expire at 9 a.m.,
New York City Time, on March 23,
2012, unless the Offer is extended or earlier terminated
(the "Expiration Time"). Under the terms of the Offer, holders of
the Notes who validly tender and do not withdraw their Notes prior
to 5 p.m., New York City Time, on
March 8, 2012 (as such time and date
may be extended or earlier terminated, the "Consent Deadline") and
whose notes are accepted for purchase, will receive $1,025.83 per $1,000 in principal amount of Notes (the "Total
Consideration"), which is equal to (i) $1,005.83 per $1,000 in principal amount of Notes validly
tendered (the "Tender Offer Consideration") plus (ii) a consent
payment of $20.00 per $1,000 in principal amount of the Notes validly
tendered (the "Consent Payment"). Holders of Notes who validly
tender their Notes after the Consent Deadline but on or before the
Expiration Time, and whose notes are accepted for purchase, will
receive only the Tender Offer Consideration.
Title
of Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Tender
Offer
Consideration (1)
|
Consent
Payment (1)
|
Total
Consideration(1)(2)
|
6 5/8%
Senior
Notes due 2018
|
058498AL0
|
$450,000,000
|
$1,005.83
|
$20.00
|
$1,025.83
|
(1) Per $1,000
principal amount of Notes validly tendered and accepted for
purchase.
(2) Inclusive of Consent Payment.
Ball may, at any point following the Consent Deadline and before
the Expiration Time, accept for payment any Notes validly tendered
and not subsequently withdrawn at or prior to the Consent Deadline
(the "Initial Acceptance Date"). The Initial Acceptance Date is
currently expected to occur on the first business day following the
Consent Deadline, subject to all conditions to the Offer having
been satisfied or waived by Ball. In addition, holders whose Notes
are purchased in the Offer will receive accrued and unpaid interest
on their purchased Notes up to, but not including, the applicable
payment date for such Notes. The final acceptance date is expected
to occur on the first business day following the Expiration Time,
subject to all conditions to the Offer having been satisfied or
waived by Ball.
The Offer and Consent Solicitation are contingent upon the
satisfaction of certain conditions, including execution of a
supplemental indenture effecting the proposed amendments and the
completion of financing arrangements on terms satisfactory to Ball,
the net proceeds of which, together with cash on hand, will be
sufficient to fund the purchase of Notes tendered in the Offer. If
any of the conditions are not satisfied, Ball is not obligated to
accept for payment, or pay for, and may delay the acceptance for
payment of, any tendered Notes and may even terminate the Offer and
Consent Solicitation. Full details of the terms and conditions of
the Offer and Consent Solicitation are included in the Offer to
Purchase.
This press release is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
purchase or a solicitation of consents with respect to any Notes.
No offer, solicitation, or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful. The
Offer and the Consent Solicitation are being made solely by the
Offer to Purchase and the related Consent and Letter of
Transmittal, which sets forth the complete terms and conditions of
the Offer and Consent Solicitation.
Requests for documents relating to the Offer and Consent
Solicitation may be directed to D.F.
King & Co., Inc., the Depositary and Information Agent,
at (800) 207-3158 (toll free) or (212) 269-5550 (banks and
brokers). BofA Merrill Lynch is acting as Dealer Manager and
Solicitation Agent for the Offer and Consent Solicitation.
Questions regarding the Offer and Consent Solicitation may be
directed to BofA Merrill Lynch, Liability Management, at (888)
292-0070 (US toll free) or (980) 387-3907 (collect).
Ball Corporation is a supplier of high quality packaging for
beverage, food and household products customers, and of aerospace
and other technologies and services, primarily for the U.S.
government. Ball Corporation and its subsidiaries employ more than
14,500 people worldwide and reported 2011 sales of more than
$8.6 billion.
Forward-Looking Statements
This release contains "forward-looking" statements concerning
future events and financial performance. Words such as "expects,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to
risks and uncertainties which could cause actual results to differ
materially from those expressed or implied. The company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Key risks and uncertainties are summarized in filings
with the Securities and Exchange Commission, including Exhibit 99.2
in our Form 10-K, which are available on our website and at
www.sec.gov. Factors that might affect our packaging segments
include fluctuation in product demand and preferences; availability
and cost of raw materials; competitive packaging availability,
pricing and substitution; changes in climate and weather; crop
yields; competitive activity; failure to achieve anticipated
productivity improvements or production cost reductions; mandatory
deposit or other restrictive packaging laws; changes in major
customer or supplier contracts or loss of a major customer or
supplier; political instability and sanctions; and changes in
foreign exchange rates or tax rates. Factors that might affect our
aerospace segment include: funding, authorization, availability and
returns of government and commercial contracts; and delays,
extensions and technical uncertainties affecting segment contracts.
Factors that might affect the company as a whole include those
listed plus: accounting changes; changes in senior management; the
recent global recession and its effects on liquidity, credit risk,
asset values and the economy; successful or unsuccessful
acquisitions; regulatory action or laws including tax,
environmental, health and workplace safety, including U.S. FDA and
other actions affecting products filled in our containers, or
chemicals or substances used in raw materials or in the
manufacturing process; governmental investigations; technological
developments and innovations; goodwill impairment; antitrust,
patent and other litigation; strikes; labor cost changes; rates of
return projected and earned on assets of the company's defined
benefit retirement plans; pension changes; uncertainties
surrounding the U.S. government budget and debt limit; reduced cash
flow; interest rates affecting our debt; and changes to unaudited
results due to statutory audits or other effects.
SOURCE Ball Corporation