Item 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Guarantors and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Company intends to use the net proceeds from the Offering to repay outstanding borrowings under its revolving credit facilities and for general corporate purposes, which may include potential investments in strategic alliances and acquisitions, the repurchase or redemption of debt, including its 5.00% Senior Notes due 2022, working capital, share repurchases, pension contributions or capital expenditures.
An affiliate of
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
Indenture
On
Interest is payable on the Notes on
The Company may redeem the Notes at any time in whole, or from time to time in
part, prior to
2
The Company's payment obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by substantially all of its existing domestic subsidiaries, and will be guaranteed by all of its future domestic subsidiaries that are guarantors of its other indebtedness, subject to certain exclusions. The Notes are not guaranteed by any of the Company's foreign subsidiaries.
Subject to certain limitations, in the event of a change of control repurchase event, 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, if any, to but excluding the date of repurchase. The Indenture also contains certain limitations on the Company's ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.
A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Thirteenth Supplemental Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Indenture, the Thirteenth Supplemental Indenture 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 Notes and the Indenture 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 No. Description 1.1 Underwriting agreement, datedAugust 10, 2020 , amongBall Corporation , the subsidiary guarantors party thereto andGoldman Sachs & Co. LLC , as representative of the several underwriters named therein 4.1 Indenture, dated as ofNovember 27, 2015 , by and betweenBall Corporation andDeutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 toBall Corporation's Registration Statement on Form S-3, datedNovember 27, 2015 ) 4.2 Thirteenth Supplemental Indenture, datedAugust 13, 2020 , amongBall Corporation , the guarantors named therein andDeutsche Bank Trust Company Americas 4.3 Form ofBall Corporation's 2.875% Senior Notes due 2030 (included in Exhibit 4.2 hereto) 5.1 Opinion ofCharles E. Baker 5.2 Opinion ofTodd A. Mikesell 5.3 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent ofCharles E. Baker (included in Exhibit 5.1) 23.2 Consent ofTodd A. Mikesell (included in Exhibit 5.2) 23.3 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.3) 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 3
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