Ardagh launches tender offer and consent bid for 6% notes due 2025

By Sarah Lizee

Olympia, Wash., May 27 – Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. launched a tender offer to purchase for cash up to $900 million of their $1.7 billion of 6% senior notes due 2025 (Cusips: G04586AM8, 03969AAL4) and a solicitation of consents for proposed amendments to the related indenture, according to a London Stock Exchange notice.

The tender offer will expire at 11:59 p.m. ET on June 23.

The consideration for notes validly tendered and accepted for purchase is $1,015 for each $1,000 principal amount of notes. The issuers are also offering to pay an early tender payment of $30 per $1,000 principal amount of notes to holders who validly tenders their notes at or prior to 5 p.m. ET on June 9, the early tender date and consent deadline.

The early tender payment includes a consent payment in cash equal to $2.50 for each $1,000 principal amount of notes.

Holders will also receive accrued interest.

Tendered notes may be subject to proration.

The issuers are soliciting consents to amend the notes’ indenture to more closely align and conform some covenants, definitions and other terms in the indenture with those contained in the indenture governing the issuers' existing $800 million 5¼% senior notes due 2027 that were issued on Aug. 12, 2019.

The proposed amendments would, among other things, align capacity under the indenture to incur debt, make restricted payments, make investments, incur liens, sell assets and conduct transactions with affiliates with the August 2019 notes.

Adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the notes then outstanding.

Holders have the option either to tender their notes in the tender offer and thereby consent to the proposed amendments in the consent solicitation or to not tender their notes in the tender offer but to consent to the proposed amendments in the consent solicitation.

The tender offer and consent solicitation are being made in connection with a concurrent offering of new notes by the issuers. The issuers priced an upsized $1 billion of notes mirroring their 5¼% senior notes due Aug. 15, 2027 (Caa1/B/B) at 96.25 on May 26, as previously reported. The tender offer is subject to and conditioned on, among other things, the financing condition and receipt of the requisite consents.

The initial settlement date is expected for June 11, and final settlement is expected for June 25.

The dealer managers and solicitation agents are Citigroup Global Markets Inc. (800 558-3745, 212 723-6106, +44 20 7986 8969), Barclays Bank plc (800 438-3242, 212 528-7581, +44 20 3134 8515 collect) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759 collect).

The tender, tabulation and information agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, ardagh@lucid-is.com).

Ardagh is a Luxembourg-based glass and metal packaging company.

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