Material Agreement · New Debt / Obligation

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   November 13, 2019 (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.)   10 Longs Peak Drive , P.O. Box 5000 , Broomfield , 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 BLL NYSE           Item 1.01. Entry Into a Material Definitive Agreement.   Underwriting Agreement   On November 13, 2019, 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 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 0.875% Senior Notes due 2024 (the “2024 Notes”) and €550,000,000 in aggregate principal amount of 1.500% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”). The Notes were offered and sold pursuant to a prospectus, dated March 6, 2018, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-223456), and a prospectus supplement, dated November 13, 2019.   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 used the net proceeds from the Offering, together with other available cash, to repay certain outstanding indebtedness, which may include the Company’s 4.375% Senior Notes due December 2020 and 3.50% euro denominated Senior Notes due December 2020, and for general corporate purposes, which may include potential investments in strategic alliances and acquisitions, working capital, share repurchases, pension contributions or capital expenditures.   An affiliate of Deutsche Bank Securities Inc. is the administrative agent and collateral agent under the credit agreement governing the Company’s existing term loan and revolving credit facilities and, as a result, will receive a portion of the net proceeds from the Offering.   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 November 18, 2019, the Company completed the Offering and 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 Eleventh Supplemental Indenture, dated November 18, 2019, among the Company, the Guarantors and the Trustee with respect to the 2024 Notes (the “Eleventh Supplemental Indenture”), and a Twelfth Supplemental Indenture, dated November 18, 2019, among the Company, the Guarantors and the Trustee with respect to the 2027 Notes (the “Twelfth Supplemental Indenture” and, together with the Eleventh Supplemental Indenture and the Base Indenture, the “Indenture”). The Indenture and the form of the Notes, which are attached as exhibits to each of the Eleventh Supplemental Indenture and Twelfth 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 July 1, 2020. The 2024 Notes will mature on March 15, 2024 and the 2027 Notes will mature on March 15, 2027.   The Company may redeem the 2024 Notes at any time in whole, or from time to time in part, prior to December 15, 2023 (three months prior to the maturity date of the 2024 Notes), at its option at the “make-whole” redemption price. The Company may also redeem the 2024 Notes at any time in whole, or from time to time in part, on and after December 15, 2023 (three months prior to the maturity date of the 2024 Notes) at its option at a price equal to 100% of the principal amount of the 2024 Notes being redeemed. In each case, the Company will also pay accrued and unpaid interest, if any, to, but excluding, the redemption date.   3     The Company may redeem the 2027 Notes at any time in whole, or from time to time in part, prior to December 15, 2026 (three months prior to the maturity date of the 2027 Notes), at its option at the “make-whole” redemption price. The Company may also redeem the 2027 Notes at any time in whole, or from time to time in part, on and after December 15, 2026 (three months prior to the maturity date of the 2027 Notes) at its option at a price equal to 100% of the principal amount of the 2027 Notes being redeemed. In each case, the Company will also pay accrued and unpaid interest, if any, to, but excluding, the redemption date.   The Company may redeem any series of the Notes at its option, in whole, but not in part, for cash, at any time prior to their respective maturities at a price equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date, if certain tax events occur that would obligate the Company to pay additional amounts as described in the Indenture.   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.   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 each series of the Notes at a price equal to 101% of the principal amount of each series 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 copies of the Eleventh Supplemental Indenture and Twelfth Supplemental Indenture are attached hereto as Exhibit 4.2 and Exhibit 4.3 , respectively, 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 Eleventh Supplemental Indenture, Twelfth 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 November 13, 2019, among Ball Corporation, the subsidiary guarantors party thereto and 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   Eleventh Supplemental Indenture, dated November 18, 2019, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas 4.3   Twelfth Supplemental Indenture, dated November 18, 2019, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas 4.4   Form of Ball Corporation’s 0.875% Senior Notes due 2024 (included in Exhibit 4.2 hereto) 4.5   Form of Ball Corporation’s 1.500% Senior Notes due 2027 (included in Exhibit 4.3 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)   4     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/ Charles E. Baker     Name: Charles E. Baker     Title: Vice President, General Counsel and       Corporate Secretary   Date: November 18, 2019   5