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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
August 14, 2025
(Date of
earliest event reported)
| |
BALL CORPORATION |
|
| |
(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 August 14, 2025,
Ball Corporation, an Indiana corporation (the “Company”) completed its previously announced underwritten public offering of
$750 million aggregate principal amount of 5.500% Senior Notes due 2033 (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 an Eighteenth Supplemental Indenture, dated August 14, 2025, among the Company, the
subsidiary guarantors party thereto and the Trustee (the “Eighteenth 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 Eighteenth Supplemental
Indenture, provide, among other things, that the Notes are the senior unsecured obligations of the Company.
Interest on the Notes is
payable semiannually on the Notes on January 1 and July 1 of each year beginning on January 1, 2026. The Notes will mature
on September 15, 2033.
The Company may redeem the
Notes at any time in whole, or from time to time in part, prior to June 15, 2033, at its option at a price equal to 100% of the principal
amount plus accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium, 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 June 15,
2033, at its option at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption.
The Company’s payment
obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by substantially all of its domestic
subsidiaries that guarantee the Company’s existing indebtedness. 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 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 Eighteenth 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 Base Indenture, the Eighteenth 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 |
| 4.1 |
|
Indenture, dated as of November 27, 2015, between Ball Corporation and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.7 to Ball Corporation’s Registration Statement on Form S-3, dated November 27, 2015) |
| 4.2 |
|
Eighteenth Supplemental Indenture, dated August 14, 2025, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee |
| 4.3 |
|
Form of Ball Corporation’s 5.500% Senior Notes due 2033 (included in Exhibit 4.2) |
| 5.1 |
|
Opinion of Todd A. Mikesell |
| 5.2 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 23.1 |
|
Consent of Todd A. Mikesell (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
BALL CORPORATION
(Registrant) |
| |
|
| |
By: |
/s/ Hannah Lim-Johnson |
| |
|
Name: |
Hannah Lim-Johnson |
| |
|
Title: |
Senior Vice President, Chief Legal Officer and Corporate Secretary |
Date: August 14, 2025
