On 11 March 2025 and 7 April 2025, Ardagh Group S.A. (“AGSA” or the “Company”) announced that it is engaging in negotiations with certain holders of its Senior Secured Notes (“SSNs”) and Senior Unsecured Notes (“SUNs”) who comprise two separate ad hoc groups of AGSA's debt. A group owning a majority of the SUNs are represented by Akin Gump Strauss Hauer & Feld LLP and PJT Partners (“SUN Group”). Another group owning a majority of the SSNs are represented by Gibson, Dunn & Crutcher LLP and Perella Weinberg Partners (“SSN Group”).
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Following the update statement published on 7 April 2025, the Company, the indirect majority shareholder, and the SUN Group have been in discussions on the terms of a transaction. On 18 May 2025, the Company received the latest proposal from the SUN Group (“SUN Group Counterproposal”). The parties have not reached an agreement and are no longer in discussions.
The Company remains committed to putting in place a sustainable capital structure. The Company will continue to review its options and may continue discussions with its stakeholders in the future relating to its capital structure and its applicable debt maturities.
Prior to the conclusion of the current discussions with the SUN Group, the following key terms were under discussion (with the proposed terms under the SUN Group Counterproposal also noted below):
— a potential divestment by Ardagh Investments Holdings Sarl (“AIHS”) (subject to AGSA and AIHS board approval) of the ordinary shares in Ardagh Metal Packaging S.A. (“AMP”) and the preferred equity in AMP (“AMP Pref Equity”) (together the “AMP Interests”) currently held by AIHS, a wholly owned subsidiary of AGSA, to a new special purpose vehicle holding structure (“New BidCo”) owned by certain existing indirect shareholders of AGSA and by participating holders of the SUNs;
— the transfer by AGSA of its holdings in the Ardagh Glass Packaging Africa group (“Consol”) and Trivium Packaging B.V. (“Trivium”) to AIHS, and incorporation of two new intermediate holding companies (“NewCo 1” and “NewCo 2”) between AIHS and Consol/Trivium. The existing €755 million secured intercompany proceeds note related to the existing term loan facility currently held by AIHS will also be contributed down to Newco 2;
— the exchange of the SSNs into new takeback SSNs at par, which would mature in December 2030 subject to a springing maturity on May 15, 2026 if a threshold amount of existing debt remains outstanding as of such springing maturity date (with call protection of NC3, 50%, par and a bankruptcy-proof make-whole), and bear interest at an annual rate of 9.00%, of which 4.00% per annum would be payable in cash and 5.00% per annum would be payable in-kind (the “Exchange SSNs”). The Exchange SSNs would benefit from a pari lien on existing SSN collateral and a new share pledge over NewCo 1, with an open point left outstanding between the Company, its indirect majority shareholder and the SUN Group relating to the provision of a single point of enforcement over Ardagh Glass Packaging Group Sarl (“AGPGS”) for the benefit of the Exchange SSNs or the new secured intercompany proceeds notes. All participating SSN holders will receive their pro rata share of a $75 million consent fee payable in cash;
— the exchange of the SUNs into (i) first, $784 million into a new preferred equity instrument issued by New BidCo (or an affiliate) (“New BidCo Pref B”), which would benefit from a mandatory offer to purchase in 2030, and would pay a cash dividend at an annual rate of 10.75%, and (ii) second, the exchange of remaining consenting SUN claims after the exchange into New BidCo Pref B into new takeback SUNs at par, which would mature in December 2030 subject to a springing maturity on April 15, 2027 if a threshold amount of existing debt remains outstanding as of such springing maturity (with call protection of NC3, 50%, par (except on conversion) and a bankruptcy-proof make-whole) and bear an annual rate of 12% payable in kind (the “Exchange SUNs”). The Exchange SUNs would vote on an as converted basis, subject to applicable law, and be convertible into equity in AGSA or AGPGS pursuant to a conversion mechanism to be agreed and automatically convert if 90% of the existing SUNs under each SUN indenture were to participate in the exchange on the closing date or if 95% of the SUNs were to participate on or after the closing date. The Exchange SUNs would benefit from an unsecured guarantee provided by AIHS as well as the guarantors of the existing SUNs, and each participating SUN holders will receive a 20% consent fee on the full principal balance of its consenting claims (i.e. prior to any exchange into New BidCo Pref B), payable in kind in the form of additional Exchange SUNs;
— under the SUN Group Counterproposal, the SUNs would be exchanged into (i) $1,068m New BidCo Pref B, which would pay a cash dividend at an annual rate of 8.5% with 300 bps rate step up on any amounts paid in kind, and (ii) Exchange SUNs, which would be convertible into 95% of equity in AGSA or AGPGS (after accounting for the consideration to the PIK Notes (as defined below)) pursuant to a conversion mechanism to be agreed;
— participating SUNs holders would be entitled to participate in the funding of a $500 million new money facility issued at NewCo 2 (the “Glass New Money”), bearing a cash interest rate of 8.5-9.5% (subject to diligence) and maturing in December 2030 (with call protection of NC3 (with a bankruptcy-proof make-whole), 50% of coupon in year four, and par after year four). All or a portion of the proceeds from the Glass New Money would be on-lent to the AGSA group via a new secured intercompany proceeds note. The Glass New Money would be secured by (i) a share pledge over NewCo 2, (ii) a pledge on New BidCo Pref A (as defined below), and (iii) substantially all assets of Newco 2 (including the residual value of Consol/Trivium, the existing €755 million secured intercompany proceeds note and new secured intercompany proceeds note). The Glass New Money facility would be backstopped by certain members of the SUN Group in exchange for a 5% backstop fee payable in cash;
— under the SUN Group Counterproposal, the Glass New Money would bear a cash interest rate of 9.5%;
— participating SUNs holders would also be entitled to participate in a first lien senior secured $800m (with final amount TBC based on FX rate and options including an upsize were contemplated in order to pay the backstop fee referred to below) new money facility issued at Ardagh Investments Sarl (the “BidCo New Money”) to refinance the existing term loan facility at AIHS (“AIHS Facility”). The BidCo New Money would bear a cash interest rate of 10.25% per annum, mature in December 2030 (with call protection of NC3 (with a bankruptcy-proof make-whole), 102 in year four, and par thereafter), and be secured by substantially all assets of New BidCo and Ardagh Investments Sarl. Such facility would be backstopped by certain members of the SUN Group for a 5% backstop fee payable in cash;
— under the SUN Group Counterproposal, the sizing of the BidCo New Money was increased to $867m following adjustments in the FX rate in May 2025, and was proposed to be issued at Ardagh Investments Sarl or New BidCo;
— New BidCo would be incorporated by certain existing shareholders of AGSA who will receive 80% of the pro forma equity of New BidCo and those holders would also receive $57 million of New BidCo Pref B;
— under the SUN Group Counterproposal, such shareholders of AGSA would instead receive 60% of the pro forma equity of New BidCo (with the remaining balance to be owned by participating holders of the SUNs) and would not receive any amount of New BidCo Pref B;
— the consideration for the sale of the AMP Interests to New BidCo would comprise: (i) a $550m new preferred equity instrument issued by New BidCo to Newco 2 (“New BidCo Pref A”) which would benefit from a mandatory offer to purchase in 2030, and would pay a cash dividend at an annual rate of 6% (with final amount TBC based on FX rate); (ii) the $784 million New BidCo Pref B issued to participating SUN holders; and (iii) the $57 million New BidCo Pref B issued to shareholders who own 80% of the pro forma equity of New BidCo;
— under the SUN Group Counterproposal, the consideration for the AMP Interests would comprise: (i) a $504m New BidCo Pref A which would pay a cash dividend of 5.51% with a 300 bps rate on any amounts paid in kind; and (ii) the $1,068m New BidCo Pref B;
— the New BidCo Pref A dividend rate would be sized to ensure New BidCo remains cash neutral based on cash proceeds to New BidCo through dividends from AMP ordinary shares and dividend income from the AMP Pref Equity. To the extent New BidCo would have insufficient cash flow to make cash dividend payments, the dividends for the New BidCo Pref A and New BidCo Pref B can be paid in kind with a 300bps PIK step-up;
— the covenants in the BidCo New Money and the Glass New Money were to include restrictions on, among other things, debt incurrence, lien incurrence, restricted payments, investments and affiliate transactions. Covenants in the Exchange SSNs and Exchange SUNs are to permit the customary refinancing, after the closing date, of the SSNs and SUNs not exchanged at closing, along with an MFN right with respect to the terms of such refinancing debt issued after the closing date;
— any SUNs or SSNs that do not participate in the foregoing exchanges would remain outstanding; and
— the senior secured toggle notes due 2027 issued by ARD Finance S.A. (“PIK Notes”) would be allocated 5% of Glass equity from SUN consideration subject to a 75% participation threshold.
Further to Q1 2025 disclosure, the Company reports that as of Q1-25 $39 million of leases were at Consol level, while of $57 million of “Other borrowings/credit lines” $20 million were related to facilities issued by African subsidiaries and the rest related to carbon repurchase agreements in Europe.
The Company also announces Mike Dick is stepping down from the Company's board of directors, effective from 18 May 2025 to focus on the business and operations of Ardagh Glass Packaging, and will continue as CEO.
Ardagh Groupis a global supplier of infinitely recyclable metal and glass packaging for brand owners around the world. Ardagh operates 59 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.1 billion in 2024.
Disclaimer
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, or an exemption from registration.
This release contains “forward-looking” information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with, and may materially differ from, those assumed. Any views or opinions expressed in this release (including statements or forecasts) constitute the judgement of the Company as of the date of this material and are subject to change without notice. You are cautioned not to place undue reliance on any forward-looking information.
Any projections or forecasts in this release are illustrative only and have been based on the estimates and assumptions when the Company's business plan was prepared. Such estimates and assumptions may or may not prove to be correct. These projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realized or achieved. Actual results may depend on future events which are not in the Company's control and may be materially affected by unforeseen economic or other circumstances.
Contacts:
Media: Pat Walsh, Murray ConsultantsTel.: +353 1 498 0300 / +353 87 2269345Email:pwalsh@murraygroup.ie
Conor McClafferty, FGS GlobalEmail: Conor.McClafferty@fgsglobal.com
Investors:Email:investors@ardaghgroup.com
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SOURCE Ardagh Group S.A.
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