Ball Corporation Announces Tender Offer and Consent Solicitation

BROOMFIELD, Colo., May 9, 2013 /PRNewswire/ -- Ball Corporation [NYSE: BLL] announced today that it has commenced a cash tender offer (the "Offer") to purchase any and all of its outstanding $375 million aggregate principal amount of 7.125% Senior Notes due 2016 (the "Notes").

In connection with the Offer, Ball is soliciting consents (the "Consent Solicitation") from the holders of the Notes for proposed amendments that would eliminate most of the restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the Notes. Adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the Notes outstanding. Holders who tender their Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Offer. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5 p.m., New York City Time, on May 22, 2013, unless extended, except in limited circumstances where additional withdrawal rights are required by law (the "Withdrawal Time").  The Offer and Consent Solicitation are being made upon the terms and subject to the conditions described in the Offer to Purchase and Consent Solicitation Statement, dated May 9, 2013 (the "Offer to Purchase"), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Offer and Consent Solicitation.

The Offer will expire at 9 a.m., New York City Time, on June 7, 2013, unless the Offer is extended or earlier terminated (the "Expiration Time"). Under the terms of the Offer, holders of the Notes who validly tender and do not validly withdraw their Notes prior to 5 p.m., New York City Time, on May 22, 2013 (as such time and date may be extended or earlier terminated, the "Consent Deadline") and whose notes are accepted for purchase, will receive $1,053.22 per $1,000 in principal amount of Notes (the "Total Consideration"), which is equal to (i) $1,045.72 per $1,000 in principal amount of Notes validly tendered (the "Tender Offer Consideration") plus (ii) a consent payment of $7.50 per $1,000 in principal amount of Notes validly tendered (the "Consent Payment"). Holders of Notes who validly tender their Notes after the Consent Deadline but on or before the Expiration Time, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration. 

Title of Security

CUSIP Number

Principal Amount Outstanding

Tender Offer Consideration (1)

Consent Payment (1)

Total
Consideration (1)(2)

7.125% Senior Notes due 2016

058498 AM8

$375,000,000

$1,045.72

$7.50

$1,053.22

(1)   Per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(2)   Inclusive of Consent Payment.

Ball may, at any point following the Consent Deadline and the Withdrawal Time, and before the Expiration Time, accept for payment any Notes validly tendered and not subsequently withdrawn at or prior to the Consent Deadline (the "Initial Acceptance Date"). The Initial Acceptance Date is currently expected to occur on the first business day following which the Consent Deadline and the Withdrawal Time have occurred, subject to all conditions to the Offer having been satisfied or waived by Ball. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest on their purchased Notes to, but not including, the applicable payment date for such Notes. The final acceptance date is expected to occur on the date of the Expiration Time or the following business day, subject to all conditions to the Offer having been satisfied or waived by Ball.

The Offer and Consent Solicitation are contingent upon the satisfaction of certain conditions, including [execution of a supplemental indenture effecting the proposed amendments] and the completion of financing arrangements on terms satisfactory to Ball, the net proceeds of which will be sufficient to fund the purchase of Notes tendered in the Offer, plus accrued and unpaid interest and all related fees and expenses. If any of the conditions are not satisfied, Ball is not obligated to accept for payment, or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Offer and Consent Solicitation. Full details of the terms and conditions of the Offer and Consent Solicitation are included in the Offer to Purchase. 

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 Consent Solicitation Statement and the related Consent and Letter of Transmittal, which set forth the complete terms and conditions of the Offer and Consent Solicitation.

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).  Deutsche Bank Securities Inc. 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 Deutsche Bank Securities Inc., at (800) 503-4611 (US toll free).

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 approximately 15,000 people worldwide and reported 2012 sales of more than $8.7 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 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 and divestitures; 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; ability to achieve cost-out initiatives; interest rates affecting our debt; and changes to unaudited results due to statutory audits or other effects.

SOURCE Ball Corporation



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