BALL CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Published: 2022-06-29 15:34:02 ET BALL

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: