Ball Corporation Completes Offering of Senior Notes Due 2022 and Announces Early Tender Results of Cash Tender Offer and Related Consent Solicitation

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Mar 09, 2012, 09:42 ET

BROOMFIELD, Colo., March 9, 2012 /PRNewswire/ -- Ball Corporation (NYSE: BLL) announced today that it has closed its previously announced offering of $750 million aggregate principal amount of 5% Senior Notes due 2022 (the "New Notes"). The proceeds of the offering of the New Notes are being used to fund Ball's cash tender offer (the "Offer") for any and all of its 6 5/8% Senior Notes due 2018 (CUSIP 058498AL0) (the "Old Notes") and the related consent solicitation (the "Consent Solicitation"), as well as for general corporate purposes, which may include potential investments in strategic alliances and acquisitions, the refinancing or repayment of debt, working capital, share repurchases, pension contributions or capital expenditures.

As part of the Offer, Ball solicited consents from the holders of the Old Notes for certain proposed amendments that would eliminate most of the restrictive covenants, certain events of default and certain other provisions contained in the indenture (the "Indenture") governing the Old Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments required consents from holders of at least a majority in aggregate principal amount of the Old Notes outstanding. Ball announced today that it has received the requisite consents in the Consent Solicitation to execute a supplemental indenture to effect the Proposed Amendments pursuant to its Offer to Purchase and Consent Solicitation Statement, dated Feb. 24, 2012 (the "Offer to Purchase").

As of 5 p.m., New York City time, on March 8, 2012 (the "Consent Deadline"), $392.7 million aggregate principal amount of the outstanding Old Notes (representing approximately 87% of the outstanding Old Notes) had been tendered. Ball has exercised its option to accept for payment and settle the Offer with respect to Old Notes that were validly tendered and not subsequently withdrawn at or prior to the Consent Deadline (the "Initial Acceptance Date"). Payment for the Old Notes tendered at the Initial Acceptance Date occurred today shortly after the closing of the offering of the New Notes (the "Initial Payment Date"). Holders of the Old Notes who tendered their Old Notes prior to the Consent Deadline will receive $1,025.83 per $1,000 in principal amount of Old Notes, which includes a consent payment of $20.00 per $1,000 in principal amount of the Old Notes, plus accrued and unpaid interest up to, but not including, the Initial Payment Date. As a result of receiving the requisite consents, Ball entered into a supplemental indenture, dated as of March 8, 2012, to the indenture governing the Old Notes to effect the Proposed Amendments.

The Offer will expire at 9 a.m., New York City Time, on March 23, 2012, unless the Offer is extended or earlier terminated (the "Expiration Time"). Under the terms of the Offer, holders who validly tender their Old Notes after the Consent Deadline, but on or before the Expiration Time, will be eligible to receive the tender offer consideration offered in the Offer, which equals $1,005.83 per $1,000 principal amount of the Old Notes, plus accrued and unpaid interest on the Old Notes up to, but not including, the final acceptance date for such Old Notes, which is expected to occur the first business day following the Expiration Time, but will not be eligible to receive the consent payment. Other than in the limited circumstances set forth in the Offer to Purchase, tenders of Old Notes may not be withdrawn and consents may not be revoked following the Consent Deadline.

Requests for documents relating to the Offer and Consent Solicitation may be directed to D.F. King & Co., Inc., the Depositary and Information Agent, at (800) 207-3158 (toll free) or (212) 269-5550 (banks and brokers). BofA Merrill Lynch is acting as Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation. Questions regarding the Offer and Consent Solicitation may be directed to BofA Merrill Lynch, Liability Management, at (888) 292-0070 (US toll free) or (980) 387-3907 (collect).

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offer and the Consent Solicitation are being made solely by the Offer to Purchase and the related Consent and Letter of Transmittal, which sets forth the complete terms and conditions of the Offer and Consent Solicitation.

Ball Corporation is a supplier of high quality packaging for beverage, food and household products customers, and of aerospace and other technologies and services, primarily for the U.S. government. Ball Corporation and its subsidiaries employ more than 14,500 people worldwide and reported 2011 sales of more than $8.6 billion.

Forward-Looking Statements

This release contains "forward-looking" statements concerning future events and financial performance. Words such as "expects," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Key risks and uncertainties are summarized in filings with the Securities and Exchange Commission, including Exhibit 99.2 in our Form 10-K, which are available on our website and at www.sec.gov. Factors that might affect our packaging segments include fluctuation in product demand and preferences; availability and cost of raw materials; competitive packaging availability, pricing and substitution; changes in climate and weather; crop yields; competitive activity; failure to achieve anticipated productivity improvements or production cost reductions; mandatory deposit or other restrictive packaging laws; changes in major customer or supplier contracts or loss of a major customer or supplier; political instability and sanctions; and changes in foreign exchange rates or tax rates. Factors that might affect our aerospace segment include: funding, authorization, availability and returns of government and commercial contracts; and delays, extensions and technical uncertainties affecting segment contracts. Factors that might affect the company as a whole include those listed plus: accounting changes; changes in senior management; the recent global recession and its effects on liquidity, credit risk, asset values and the economy; successful or unsuccessful acquisitions; regulatory action or laws including tax, environmental, health and workplace safety, including U.S. FDA and other actions affecting products filled in our containers, or chemicals or substances used in raw materials or in the manufacturing process; governmental investigations; technological developments and innovations; goodwill impairment; antitrust, patent and other litigation; strikes; labor cost changes; rates of return projected and earned on assets of the company's defined benefit retirement plans; pension changes; uncertainties surrounding the U.S. government budget and debt limit; reduced cash flow; interest rates affecting our debt; and changes to unaudited results due to statutory audits or other effects.

SOURCE Ball Corporation