Item 1.01. Entry Into a Material Definitive
Agreement.
On November 25, 2022,
Ball Corporation, an Indiana corporation (the “Company”) completed the Company’s previously announced underwritten public
offering of $750,000,000 aggregate principal amount of 6.875% Senior Notes due 2028 (the “Notes”). The Notes were issued under
an Indenture, dated November 27, 2015 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas,
as trustee (the “Trustee”), as supplemented by a Fifteenth Supplemental Indenture, dated November 25, 2022, among the
Company, the subsidiary guarantors party thereto and the Trustee with respect to the Notes (the “Fifteenth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”). The Indenture and the form of the Notes, which is attached as an
exhibit to the Fifteenth Supplemental Indenture, provide, among other things, that the Notes are senior unsecured obligations of the Company.
Interest is payable on the
Notes on January 1 and July 1 of each year beginning on January 1, 2023. The Notes will mature on March 15, 2028.
The
Company may redeem the Notes at any time in whole, or from time to time in part, prior to November 15, 2024, at its option at the
“make-whole” redemption price, as described in the Indenture. The Company may also redeem the Notes at any time in whole,
or from time to time in part, on or after November 15 of the relevant year listed as follows (expressed as percentages of
the principal amount of the Notes being redeemed): 2024 at a redemption price of 103.438%; 2025 at a redemption price of 101.719%; and
2026 and thereafter at a redemption price of 100.000%.
At any time prior to November 15,
2024, the Company may redeem up to 40% of the aggregate principal amount of the Notes with an amount not to exceed the proceeds of one
or more equity offerings of the Company’s capital stock at a redemption price of 106.875% of the principal amount of the Notes being
redeemed. In each of the above cases, the Company will also pay any accrued and unpaid interest
to, but excluding, the applicable redemption date.
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 Fifteenth 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 Fifteenth Supplemental Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.