Current Report Filing (8-k)
November 10 2022 - 3:45PM
Edgar (US Regulatory)
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2022-11-09
2022-11-09
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
November 9, 2022
(Date of earliest event
reported)
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BALL CORPORATION |
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|
(Exact name of Registrant as specified in its charter) |
|
Indiana |
|
001-07349 |
|
35-0160610 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File No.) |
|
Identification No.) |
9200
W. 108th Circle, P.O. Box 5000, Westminster, CO 80021-2510
(Address of principal executive offices,
including ZIP Code)
(303) 469-3131
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the Act: |
|
Title
of each class: |
Trading
Symbol: |
Name
of each exchange on which registered: |
Common Stock, without par value |
BALL |
NYSE |
Item 1.01. Entry Into a Material Definitive
Agreement.
On
November 9, 2022, Ball Corporation, an Indiana corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and BofA
Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), in connection with
the Company’s previously announced underwritten public offering (the “Offering”) of $750,000,000 in aggregate principal
amount of 6.875% Senior Notes due 2028 (the “Notes”). The Offering is expected to close on November 25, 2022,
subject to customary closing conditions and other factors.
The Notes were offered and
sold pursuant to a prospectus, dated March 4, 2021, forming a part of the Company’s shelf registration statement on Form S-3
(Registration No. 333-253873), and a prospectus supplement, dated November 9, 2022.
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 approximately $528 million in principal amount of its outstanding 4.375% Euro denominated
Senior Notes, plus any premium and accrued and unpaid interest, on or before their maturity in December 2023 and approximately $200
million in outstanding borrowings under its U.S. dollar revolving credit facility, without a reduction in commitment. The exact allocation
of such proceeds and the timing thereof is at the discretion of the Company’s management.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BALL CORPORATION (Registrant) |
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By: |
/s/ Charles E. Baker |
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Name: |
Charles E. Baker |
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Title: |
Vice President, General Counsel and Corporate Secretary |
Date: November 10, 2022
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