8-K: Current report filing
Published on October 17, 2005
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(D) of the
Securities
Exchange Act of 1934
October 13,
2005
(Date
of
earliest event reported)
BALL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Indiana
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1-7349
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35-0160610
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(State
of
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(Commission
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(IRS
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Ball
Corporation
Current
Report on Form 8-K
Dated
October 17,
2005
Item
1.01. Entry into a Material Definitive Agreement.
On
October 13, 2005, Ball Corporation (the “Company”), Ball European Holdings,
S.ar.l. (“European Holdco”), Ball Packaging Products Canada Corp. (“Canadian
Borrower”), each Other Subsidiary Borrower as defined in the Credit Agreement,
and certain financial institutions, including Deutsche Bank AG, New York Branch,
in their capacities as lenders (“Lenders”), The Bank of Nova Scotia, as Canadian
Administrative Agent (“Canadian Administrative Agent”) and Deutsche Bank AG,
New York Branch, as Administrative Agent (“Administrative Agent”) and
Collateral Agent (“Collateral Agent”) for the Lenders entered into a credit
agreement (the “Credit Agreement”) for the benefit of the Company and certain of
its subsidiaries. The Credit Agreement provides for a US$715 million
multicurrency revolving facility, US$35 million revolving facility,
£85 million Term A loan facility, €350 million Term B loan
facility and a Cdn. $175 million Term C loan facility.
The
description of the material terms of the Credit Agreement included in
Item 2.03 of this Current Report on Form 8-K is incorporated
by
reference into this item.
The
proceeds of the loans and the revolving loans described above will be used
by
the Borrowers to repay certain outstanding indebtedness of the Borrowers, to
pay
fees and expenses in connection with the transaction, for general corporate
purposes of certain subsidiaries and to fund certain dividends. The proceeds
of
the revolving credit facilities described above will be used by Borrowers for
ongoing working capital and general corporate purposes and to fund certain
dividends.
Item
1.02. Termination of a Material Definitive Agreement.
On October 13, 2005, the Company announced that it would redeem all
$249
million of its outstanding 7 3/4 percent Senior Notes due in 2006. This
redemption is scheduled for November 14, 2005, and will result in an
after-tax, one-time charge of approximately $3.9 million in the fourth
quarter relating to payment of the call premiums and the write off of
unamortized debt issuance costs. The refinancing and redemption of notes will
result in a reduction of Ball’s 2006 interest expense. This announcement was set
forth in a Press Release dated October 13, 2005, and attached hereto
as
Exhibit 99.1.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As
discussed above, on October 13, 2005, the Company and the Other Subsidiary
Borrowers, as defined in the Credit Agreement, European Holdco and Canadian
Borrower entered into a Credit Agreement which provides for a
US$715 million multicurrency revolving facility and a US$35 million
revolving facility. The Credit Agreement also provides for a £85 million
Term A loan facility, a €350 million Term B loan facility and a
Cdn. $175 million Term C loan facility. The term loans
to
European Holdco in the amount of £85 million mature on October 13,
2011. The term loans to European Holdco in the principal amount of
€350 million mature on October 13, 2011. The term loans to the
Canadian Borrower in the amount of Cdn. $175 million mature on
October 13, 2011. The multicurrency revolving facility terminates on
October 13, 2011 (including a letter of credit sub-facility). The Canadian
revolving facility matures on October 13, 2011.
Unless
earlier terminated, the Credit Agreement will terminate when the commitment
of
each Lender has terminated and all outstanding obligations and loans have been
paid in full and all letters of credit have expired or have been
terminated.
The
revolving credit facilities and term loans generally will bear interest at
the
respective countries’ applicable LIBOR rate, plus a percentage rate per annum
based upon the Standard and Poors’ and Moody’s credit ratings of the
Company.
The
Credit Agreement contains covenants, including, among other things, covenants
that restrict the ability of the Company and its subsidiaries to incur certain
additional indebtedness, create or prevent certain liens on assets, or engage
in
certain mergers or consolidations. The Credit Agreement also requires the
Company to maintain a maximum leverage ratio of 3.75 to 1.00 and a minimum
interest coverage ratio of 3.50 to 1.00.
If
an
event of default under the Credit Agreement shall occur and be continuing,
the
commitments thereunder may be terminated and the principal amount outstanding
thereunder, together with all accrued unpaid interest and other amounts owed
thereunder, may be declared immediately due and payable.
The
Company agrees to guarantee certain Guaranteed Obligations of each Borrower
(other than the Company) to the Guaranteed Creditors.
In
connection with the Credit Agreement, certain of the Company’s Domestic
Subsidiaries agree to guaranty, in the form of a Subsidiary Guaranty Agreement
(“Subsidiary Guaranty”), jointly and severally, the payment when and as due of
the obligations of the Company and the Subsidiary Borrowers under the Credit
Agreement.
The
Obligations under the Credit Agreement are secured in favor of the Secured
Creditors by a United States Pledge Agreement which provides that certain
material Domestic Subsidiaries, (Ball Corporation, Ball Aerospace &
Technologies Corp., Ball Metal Beverage Container Corp., Ball Metal Food
Container Corp., Ball Packaging Corp., Ball Plastic Container Corp. and Ball
Pan-European Holdings, Inc.) pledge the capital stock owned by each of the
pledgors as of October 13, 2005, and all the pledgors’ right, title and
interest to any other securities and any and all proceeds thereof as collateral
security for the obligations. Each of Ball U.K. Holdings, Ltd., and Ball
European Holdings S.ar.l., have pledged to the Administrative Agent on behalf
of
the Secured Creditors securities in certain designated subsidiaries as
collateral for certain secured Obligations under the Credit
Agreement.
The
descriptions of the Credit Agreement and the Subsidiary Guaranty are qualified
in their entirety by reference to the Credit Agreement and the Subsidiary
Guaranty which are filed as Exhibits 99.2 and 99.3, respectively, hereto
in
Item 9.01. Exhibits.
Item
9.01. Exhibits
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Exhibit
No.
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Description
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99.1
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Ball
Corporation Press Release dated October 13, 2005.
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99.2
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Credit
Agreement dated October 13, 2005, among Ball Corporation,
Ball
European Holdings S.ar.l., Ball Packaging Products Canada Corp.,
and each
Other Subsidiary Borrower, Deutsche Bank AG, New York Branch,
as a
Lender, Administrative Agent and Collateral Agent and The Bank of
Nova Scotia, as the Canadian Administrative Agent.
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99.3
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Subsidiary
Guaranty Agreement dated as of October 13, 2005, among certain
Domestic Subsidiaries listed therein as Guarantors, and Deutsche
Bank AG,
New York Branch, as Administrative
Agent.
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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/
Raymond J. Seabrook
Name:
Raymond J. Seabrook
Title: Senior
Vice President and
Chief
Financial Officer
Date: October 17,
2005
Ball
Corporation
Form
8-K
October 17,
2005
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Ball
Corporation Press Release dated October 13, 2005.
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99.2
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Credit
Agreement dated October 13, 2005, among Ball Corporation,
Ball
European Holdings S.ar.l., Ball Packaging Products Canada Corp.,
and each
Other Subsidiary Borrower, Deutsche Bank AG, New York Branch,
as a
Lender, Administrative Agent and Collateral Agent and The Bank of
Nova Scotia, as the Canadian Administrative Agent.
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99.3
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Subsidiary
Guaranty Agreement dated as of October 13, 2005, among certain
Domestic Subsidiaries listed therein as Guarantors, and Deutsche
Bank AG,
New York Branch, as Administrative
Agent.
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