BROOMFIELD, Colo., March 9, 2012 /PRNewswire/ -- Ball
Corporation (NYSE: BLL) announced today that it has closed its
previously announced offering of $750
million aggregate principal amount of 5% Senior Notes due
2022 (the "New Notes"). The proceeds of the offering of the
New Notes are being used to fund Ball's cash tender offer (the
"Offer") for any and all of its 6 5/8% Senior Notes due 2018 (CUSIP
058498AL0) (the "Old Notes") and the related consent solicitation
(the "Consent Solicitation"), as well as for general corporate
purposes, which may include potential investments in strategic
alliances and acquisitions, the refinancing or repayment of debt,
working capital, share repurchases, pension contributions or
capital expenditures.
As part of the Offer, Ball solicited consents from the holders
of the Old Notes for certain proposed amendments that would
eliminate most of the restrictive covenants, certain events of
default and certain other provisions contained in the indenture
(the "Indenture") governing the Old Notes (the "Proposed
Amendments"). Adoption of the Proposed Amendments required consents
from holders of at least a majority in aggregate principal amount
of the Old Notes outstanding. Ball announced today that it has
received the requisite consents in the Consent Solicitation to
execute a supplemental indenture to effect the Proposed Amendments
pursuant to its Offer to Purchase and Consent Solicitation
Statement, dated Feb. 24, 2012 (the
"Offer to Purchase").
As of 5 p.m., New York City time, on March 8, 2012 (the "Consent Deadline"),
$392.7 million aggregate principal
amount of the outstanding Old Notes (representing approximately 87%
of the outstanding Old Notes) had been tendered. Ball has
exercised its option to accept for payment and settle the Offer
with respect to Old Notes that were validly tendered and not
subsequently withdrawn at or prior to the Consent Deadline (the
"Initial Acceptance Date"). Payment for the Old Notes tendered at
the Initial Acceptance Date occurred today shortly after the
closing of the offering of the New Notes (the "Initial Payment
Date"). Holders of the Old Notes who tendered their Old Notes
prior to the Consent Deadline will receive $1,025.83 per $1,000 in principal amount of Old Notes, which
includes a consent payment of $20.00
per $1,000 in principal amount of the
Old Notes, plus accrued and unpaid interest up to, but not
including, the Initial Payment Date. As a result of receiving the
requisite consents, Ball entered into a supplemental indenture,
dated as of March 8, 2012, to the
indenture governing the Old Notes to effect the Proposed
Amendments.
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 who
validly tender their Old Notes after the Consent Deadline, but on
or before the Expiration Time, will be eligible to receive the
tender offer consideration offered in the Offer, which equals
$1,005.83 per $1,000 principal amount of the Old Notes, plus
accrued and unpaid interest on the Old Notes up to, but not
including, the final acceptance date for such Old Notes, which is
expected to occur the first business day following the Expiration
Time, but will not be eligible to receive the consent
payment. Other than in the limited circumstances set forth in
the Offer to Purchase, tenders of Old Notes may not be withdrawn
and consents may not be revoked following the Consent
Deadline.
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).
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.
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