Ardagh announces Effective Time in respect of Consent Solicitations

LUXEMBOURG, Oct. 27, 2025 /PRNewswire/ --

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Announcement of Effective Time in respect of each Existing Indenture pursuant to the Consent Solicitations relating to:

Dollar-denominated 4.125% senior secured notes due 2026
(ISIN: USG04586AQ97 (Regulation S) and US03969AAN00 (Rule 144A)
CUSIP: G04586AQ9 (Regulation S) and 03969AAN0 (Rule 144A))
(the "Existing 2019 Dollar SSNs")

Euro-denominated 2.125% senior secured notes due 2026
(ISIN: XS2036387525 (Regulation S) and XS2036388093 (Rule 144A)
Common Code: 203638752 (Regulation S) and 203638809 (Rule 144A))
(the "Existing 2019 Euro SSNs")

Euro-denominated 2.125% senior secured notes due 2026
(ISIN: XS2189356996 (Regulation S) and XS2189418267 (Rule 144A)
Common Code: 218935699 (Regulation S) and 218941826 (Rule 144A))
(the "Existing 2020 SSNs", and together with the Existing 2019 Dollar SSNs and the Existing 2019 Euro SSNs, the "Existing SSNs")

Sterling-denominated 4.750% Senior Notes due 2027
(ISIN: XS1628848241 (Regulation S) and XS1628849645 (Rule 144A)
Common Code: 162884824 (Regulation S) and 162884964 (Rule 144A))
(the "Existing 2017 SUNs")

Dollar-denominated 5.250% Senior Notes due 2027
(ISIN: USG04586AR70 (Regulation S) and US03969AAP57 (Rule 144A)
CUSIP: G04586AR7 (Regulation S) and 03969AAP5 (Rule 144A))
(the "Existing 2019 SUNs")

Dollar-denominated 5.250% Senior Notes due 2027
(ISIN: USG04586AU00 (Regulation S) and US03969AAR14 (Rule 144A)
CUSIP: G04586AU0 (Regulation S) and 03969AAR1 (Rule 144A))
(the "Existing 2020 SUNs" and together with the Existing 2017 SUNs and the Existing 2019 SUNs, the "Existing SUNs")

of

Ardagh Holdings USA Inc.
a company incorporated in Delaware with its registered office located at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, United States and registered with the Division of Corporations under number 4657855

and

Ardagh Packaging Finance plc
a public limited company with its registered office located at Ardagh House, South County Business Park, Leopardstown, Dublin 18 D18 PX68, Ireland and registered with the CRO under number 489258

Dollar-denominated 6.500% / 7.250% senior secured toggle notes due 2027
(ISIN: USL02238AH37 (Regulation S) and US00191AAD81 (Rule 144A)
CUSIP: L02238AH3 (Regulation S) and 00191AAD8 (Rule 144A))
(the "Existing Dollar PIK Notes")

Euro-denominated 5.000% / 5.750% senior secured toggle notes due 2027
(ISIN: XS2079032483 (Regulation S) and XS2079032640 (Rule 144A)
Common Code: 207903248 (Regulation S) and 207903264 (Rule 144A))
(the "Existing Euro PIK Notes" and together with the Existing Dollar PIK Notes, the "Existing PIK Notes" and together with the Existing SSNs and the Existing SUNs, the "Existing Notes")

of

ARD Finance S.A.
a public limited liability company (société anonyme) with its registered office located at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the R.C.S. Luxembourg under number B 160806

October 27 , 2025

Ardagh announces occurrence of Effective Time in respect of each Existing Indenture pursuant to the Consent Solicitations.

Further to the previous announcement on September 29, 2025 by Ardagh Holdings USA Inc., Ardagh Packaging Finance plc (together, the "Existing Co-Issuers") and ARD Finance S.A. (the "Existing PIK Issuer" and together with the Existing Co-Issuers the "Issuers", and together with their affiliates and subsidiaries, "Ardagh") of their consent solicitations (collectively, the "Consent Solicitations") to noteholders (the "Noteholders") of their Existing Notes in connection with the recapitalization transaction (the "Transaction") previously announced by Ardagh Group S.A. on July 28, 2025, the Issuers hereby announce the occurrence of the Effective Time in relation to each Existing Indenture.

As of the date hereof, the Issuers confirm that consents pursuant to the Consent Solicitations have been received from Noteholders representing not less than a majority in aggregate principal amount of the respective Existing Notes issued under each Existing Indenture. Accordingly, the SSN 50% Condition, the SUN 50% Condition and the PIK Notes 50% Condition have been satisfied.

Pursuant to the occurrence of the Effective Time, consents in respect of the Proposed Amendments and Additional Consents in relation to the Consent Solicitations can no longer be revoked, except as described in the Consent Solicitation Statement or as required by law. Any Withdrawal Notice provided on or after the time of this announcement will be rejected.

Pursuant to the occurrence of the Effective Time, the Existing Co-Issuers and the Existing PIK Issuer, as applicable, together with the Outgoing Agent and the Successor Agent, as applicable, will proceed to give effect to the SSN 50% Consents, the SUN 50% Consents and the PIK Notes 50% Proposed Amendments, respectively.

For more information regarding the Consent Solicitations and the Transaction, please see the consent solicitation statement dated as of September 29, 2025 and as supplemented on October 12, 2025 (the "Consent Solicitation Statement") distributed by the Existing Co-Issuers and the Existing PIK Issuer and made available to Noteholders by the Information Agent.

Terms used but not otherwise defined in this announcement shall have the meaning assigned to them in the Consent Solicitation Statement. This announcement summarizes and highlights selected information contained in the Consent Solicitation Statement and related developments and does not contain all of the information that you should consider before making a determination with respect to the Consent Solicitations or the Transaction.

Additional Information

The Consent Solicitation Statement is available to all Eligible Holders through the Information Agent:

Kroll Issuer Services Limited

Address: The News Building, 3 London Bridge Street, 
London SE1 9SG, United Kingdom
Telephone: +44 207 704 089 09
Email: [email protected]
Attention: Deal team

If you have any questions about the Consent Solicitations, you should contact Kroll Issuer Services Limited.

Houlihan Lokey UK Limited ("Houlihan Lokey") acts as financial adviser to the Issuers. Kirkland & Ellis International LLP acts as legal advisor to the Issuers. Akin Gump Strauss Hauer & Feld LLP acts as legal advisor to certain consenting Noteholders. Gibson, Dunn & Crutcher LLP acts as legal advisor to certain other consenting Noteholders.

About Ardagh

Ardagh is a global supplier of sustainable, infinitely recyclable, metal and glass packaging for brand owners around the world. Ardagh operates 58 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.1 billion.

Important notice

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration.

This release contains "forward-looking" information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with and may materially differ from those assumed. Any views or opinions expressed in this release (including statements or forecasts) constitute the judgement of Ardagh as of the date of this material and are subject to change without notice. You are cautioned not to place undue reliance on any forward-looking information.

Any projections or forecasts in this release are illustrative only and have been based on the estimates and assumptions when Ardagh's business plan was prepared. Such estimates and assumptions may or may not prove to be correct. These projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realized or achieved. Actual results may depend on future events which are not in Ardagh's control and may be materially affected by unforeseen economic or other circumstances.

The Consent Solicitations are directed only to those Noteholders who are Eligible Holders.

Contacts:
Investors:
Email: [email protected] 

Media: 
Pat Walsh, Murray Consultants
Tel.: +353 1 498 0300 / +353 87 2269345
Email: [email protected] 

Conor McClafferty, FGS Global
Email: [email protected] 

SOURCE Ardagh Group S.A.