Ardagh Metal Packaging S.A. Notes Ardagh Group S.A. Update on Discussions with Noteholders

Rhea-AI Summary

Ardagh Metal Packaging S.A. (AMPSA) has provided an update regarding discussions between its controlling shareholder Ardagh Group S.A. (AGSA) and certain noteholders. AGSA, which owns approximately 76% of AMPSA's ordinary shares and all preferred shares, is in negotiations with holders of senior secured notes (SSNs) and senior unsecured notes (SUNs).

The latest SSN proposal includes a potential divestment of AGSA's AMPSA ordinary shares to a new special purpose vehicle (New BidCo), to be owned 80% by existing indirect AGSA shareholders and 20% by participating SUN holders. AGSA's counterproposal suggests divesting all AMPSA interests (both ordinary and preferred shares) to New BidCo with the same ownership structure, including consideration for PIK Notes holders.

While no transaction has been agreed upon, AGSA continues constructive discussions with noteholders regarding the potential restructuring transaction.

Positive

• Constructive discussions ongoing for potential restructuring
• Clear ownership structure proposed for New BidCo (80/20 split)

Negative

• Uncertainty around final transaction terms and completion
• Potential significant ownership restructuring affecting current shareholders
• Complex negotiations involving multiple stakeholder groups

Insights

Financial Restructuring Analyst

This update signals significant potential ownership changes for Ardagh Metal Packaging (AMPSA) as its controlling shareholder Ardagh Group (AGSA) engages in debt restructuring negotiations. The discussions center around two competing proposals affecting AGSA's 76% stake in AMPSA's ordinary shares and its 100% ownership of AMPSA's preferred shares.

The senior secured noteholders (SSN) proposal involves AGSA divesting only its ordinary shares to a new special purpose vehicle, while AGSA's counterproposal suggests divesting both ordinary and preferred shares. This distinction is crucial - the preferred shares likely carry important economic and governance rights that could significantly impact AMPSA's future structure and operations.

The proposed New BidCo ownership split (80% existing AGSA shareholders, 20% participating SUN holders) suggests a debt-for-equity swap arrangement where certain creditors would convert their debt claims into equity. This typically indicates financial pressure at AGSA, with creditors seeking ownership stakes rather than straight debt repayment.

For AMPSA minority shareholders, this restructuring creates substantial uncertainty. The potential transfer of controlling interest to a new entity with different stakeholders could alter corporate strategy, capital allocation, and governance. While operations might continue normally in the short term, longer-term strategic decisions could shift under new controlling interests with different priorities and financial constraints.

LUXEMBOURG, April 7, 2025 /PRNewswire/ -- On March 11, 2025, Ardagh Group S.A. ("AGSA"), the controlling shareholder of Ardagh Metal Packaging S.A. (the "Company" or "we," "us" and "our"), which indirectly owns approximately 76% of the Company's outstanding ordinary shares (the "AMPSA Ordinary Shares") and all of the Company's outstanding preferred shares (the "AMPSA Preferred Shares" and, together with the AMPSA Ordinary Shares, the "AMPSA Interests"), announced that it is engaging in negotiations with certain holders of its senior secured notes (the "SSNs," these certain holders the "SSN Holders") and certain holders of its senior unsecured notes (the "SUNs," these certain holders the "SUN Holders," and together with the SSN Holders, the "Holders"). Certain of the SSN Holders hold SUNs, while certain of the SUN Holders hold SSNs.

As an update to the March 11 announcement, on April 7, 2025, AGSA provided a further update on its discussions with the Holders (the "Update"), which, summarized the SSN Holders' latest proposal to AGSA (the "SSN proposal") and AGSA's counterproposal. The Update indicates that while no transaction has been agreed at this stage, the SSN proposal includes a potential divestment by AGSA of its AMPSA Ordinary Shares, subject to the AGSA board's approval, to a new special purpose vehicle holding structure ("New BidCo") to be owned 80% by existing indirect shareholders of AGSA and 20% by participating holders of the SUNs with a potential allocation of New BidCo equity to participating holders of the senior secured toggle notes due 2027 issued by ARD Finance S.A. (the "PIK Notes" ). The Update further indicates that the AGSA proposal includes, unlike the SSN proposal, a potential divestment by AGSA of all its AMPSA Interests, subject to the AGSA board's approval, to New BidCo, which would be owned in the same 80/20 proportions by the existing indirect AGSA shareholders and participating SUN Holders, with consideration to holders of the PIK Notes to be agreed out of the overall transaction consideration allocated to the SUNs.

The Update indicates that AGSA continues to engage in constructive discussions with the SUN Holders and the SSN Holders regarding the terms of a potential restructuring transaction, and that AGSA will provide further updates in due course. The full text of the Update is available on AGSA's investor relations website at ir.ardaghgroup.com.

Disclaimer

This press 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 press release, 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, as amended, or an exemption from registration.

Forward Looking Statement

This press release contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Any statements that express or involve discussions with respect to proposals, predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical facts and may be "forward looking statements." Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties that could cause actual results or events to differ materially from those presently anticipated, many of which may be beyond our control. Forward looking statements may be identified through the use of words such as "expects," "will," "anticipates," "estimates," "believes," or by statements indicating certain actions "may," "could," "should" or "might" occur. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Certain factors that could cause actual events to differ materially from those discussed in any forward-looking statements include the risk factors described in the Company's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the "SEC") and any other public filings made by the Company with the SEC. In addition, new risk factors and uncertainties emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual events to differ materially from those contained in any forward-looking statements. Under no circumstances should the inclusion of such forward-looking statements in this press release be regarded as a representation or warranty by us or any other person with respect to the achievement of results set out in such statements or that the underlying assumptions used will in fact be the case. Therefore, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Contacts: Investor Relations Contact: Stephen Lyons, stephen.lyons@ardaghgroup.com; Media Contact: Pat Walsh, Murray Consultants, Tel.: +353 1 498 0300 / +353 87 2269345, Email: pwalsh@murraygroup.ie  

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SOURCE Ardagh Metal Packaging S.A.

FAQ

What is the ownership structure proposed for New BidCo in the AMPSA restructuring deal?

New BidCo would be owned 80% by existing indirect AGSA shareholders and 20% by participating SUN holders.

How much of AMPSA does Ardagh Group currently own?

AGSA owns approximately 76% of AMPSA's outstanding ordinary shares and all of its preferred shares.

What is the main difference between the SSN holders' proposal and AGSA's counterproposal for AMPSA?

SSN holders propose divesting only AMPSA ordinary shares, while AGSA proposes divesting both ordinary and preferred shares to New BidCo.

When did AGSA initially announce negotiations with noteholders regarding AMPSA?

AGSA initially announced negotiations with noteholders on March 11, 2025.