Ardagh announces US$3.1B equivalent of debt financing; net proceeds will be used to repay 7.125% senior notes due 2017, 7.375% first priority senior secured notes due 2017, senior secured term loan B due 2019

Elyse Blye

DUBLIN , June 23, 2014 (press release) – Ardagh Group announces that it has priced the following transactions, totalling $3.1 billion (USD/EUR) equivalent:

€1,155 million of First Priority Senior Secured Notes due 2022 at a coupon of 4.25%
$1,110 million (upsized from $430 million) of First Priority Senior Secured Floating Rate Notes due 2019 at a coupon of LIBOR plus 3.00%, representing a current interest rate of approximately 3.25%
$440 million of Senior Notes due 2021 at a coupon of 6.00% (collectively the “Notes”)

The net proceeds from the issuance and sale of the Notes, together with the proceeds from the proposed divestment of six Anchor Glass plants (the “Divestment”), will be used to repay in full:

€310 million of 7.125% Senior Notes due 2017
€1,085 million and $860 million of 7.375% First Priority Senior Secured Notes due 2017
$500 million and €130 million Senior Secured Term Loan B due 2019

The Group will promptly launch tender offers based on the make whole calculation in respect of the 7.375% First Priority Senior Secured Notes due 2017. The 7.125% Senior Notes due 2017 will be called promptly upon closing of the new financings.

This refinancing is at significantly lower rates than previously applied and, together with the debt reduction resulting from the use of the net proceeds from the Divestment, will lead to a €75 million reduction in annual interest costs. Following completion, Ardagh will have no material debt maturities arising before December 2019.

Ardagh is very pleased with the continued support it has received from debt investors, which leaves it well-placed to execute its IPO in the second half of 2015.

Ardagh Group is a global leader in packaging solutions, producing metal and glass packaging for most of the world's leading food, beverage and consumer care brands. After giving effect to the proposed Divestment, Ardagh operates 94 production facilities in 23 countries and employs approximately 19,500 people.

20 June 2014

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, or any U.S. State security laws. Accordingly, the Notes have been offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933 and outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933.

The offering of Notes has been made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.

This announcement 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 Securities Act, or an exemption from registration.

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