Ball Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On August 7, 2025, 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 million aggregate principal amount of 5.500% Senior Notes due 2033 (the “Notes”). The Offering is expected to close on August 14, 2025, subject to customary closing conditions and other factors.
The Notes were offered pursuant to a prospectus, dated May 7, 2025, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-287034), and a prospectus supplement, dated August 7, 2025.
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 for general corporate purposes, which may include the refinancing or repayment of debt. Prior to the application of such proceeds, the Company intends to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities, without a reduction in commitment, using a portion of the net proceeds from the Offering, together with cash on hand. 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 August 7, 2025, 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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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 8, 2025
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