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.



Exhibit No.                                Description
  1.1           Underwriting agreement, dated November 9, 2022, among Ball
              Corporation, the subsidiary guarantors party thereto and BofA
              Securities, Inc., as representative of the several underwriters named
              therein
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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