Item 1.01. Entry Into a Material Definitive Agreement.





Underwriting Agreement

On May 8, 2023, 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 Citigroup Global Markets 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 $1,000,000,000 in aggregate principal amount of 6.000% Senior Notes due 2029 (the "Notes").

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 May 8, 2023.

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 $800 million in outstanding borrowings under its U.S. dollar revolving credit facility, without a reduction in commitment, with the remainder to be used for general corporate purposes, which may include the refinancing or repayment of debt (including its outstanding 4.00% Senior Notes due November 2023 on or before their date of maturity), potential investments in strategic alliances and acquisitions, working capital, share repurchases, pension contributions or capital expenditures. 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.





Indenture

On May 11, 2023, the Company completed the Offering of 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 Sixteenth Supplemental Indenture, dated May 11, 2023, among the Company, the subsidiary guarantors party thereto and the Trustee with respect to the Notes (the "Sixteenth 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 Sixteenth 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, 2024. The Notes will mature on June 15, 2029.

The Company may redeem the Notes at any time in whole, or from time to time in part, prior to May 15, 2026, 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 May 15 of the relevant year listed as follows (expressed as percentages of the principal amount of the Notes being redeemed): 2026 at a redemption price of 103.000%; 2027 at a redemption price of 101.500%; and 2028 and thereafter at a redemption price of 100.000%.

At any time prior to May 15, 2026, 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 106.000% 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.





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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 Sixteenth 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 Sixteenth 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
  1.1           Underwriting agreement, dated May 8, 2023, among Ball Corporation, the
              subsidiary guarantors party thereto and Citigroup Global Markets Inc.,
              as representative of the several underwriters named therein
  4.1           Indenture, dated as of November 27, 2015, by and between Ball
              Corporation and Deutsche Bank Trust Company Americas (incorporated by
              reference to Exhibit 4.7 to Ball Corporation's Registration Statement on
              Form S-3, dated November 27, 2015)
  4.2           Sixteenth Supplemental Indenture, dated May 11, 2023, among Ball
              Corporation, the guarantors named therein and Deutsche Bank Trust
              Company Americas
  4.3           Form of Ball Corporation's 6.000% Senior Notes due 2029 (included in
              Exhibit 4.2 hereto)
  5.1           Opinion of Charles E. Baker
  5.2           Opinion of Todd A. Mikesell
  5.3           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
  23.1          Consent of Charles E. Baker (included in Exhibit 5.1)
  23.2          Consent of Todd A. Mikesell (included in Exhibit 5.2)
  23.3          Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
              Exhibit 5.3)
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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