Ardagh Group to Transfer 92.5% Ownership to Unsecured Noteholders, 7.5% to PIK Holders in Recap Deal by Sept. 30

Author: Benzinga Newsdesk | July 28, 2025 05:01am

On March 11, 2025 and as further updated on April 7, 2025 and May 20, 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 and all of the Company's outstanding preferred shares, announced that it was 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. (PRNewsfoto/Ardagh Metal Packaging S.A.) On July 28, 2025, AGSA announced (the "Announcement") that it had entered into an agreement for a comprehensive recapitalization transaction (the "Agreed Recapitalization Transaction") with its largest financial stakeholders, including its controlling shareholder and creditors representing approximately 75% by value of its SSNs, over 90% by value of its SUNs, and over 60% by value of the senior secured toggle notes due 2027 issued by ARD Finance S.A. ("PIK Notes"), as collectively held by the SUN Holders and the SSN Holders. The Agreed Recapitalization Transaction is expected to complete by September 30, 2025, and is subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions. Upon completion of the Agreed Recapitalization Transaction, assuming full participation, holders of the SUNs will become the majority shareholders of AGSA, receiving directly or indirectly 92.5% of the equity in AGSA, and holders of the PIK Notes will hold directly or indirectly 7.5% of the equity in AGSA. The Agreed Recapitalization Transaction has no impact on the listing of the Company's shares or the capital structure of the Company, which will remain a subsidiary of AGSA. Ownership of AGSA will transfer to holders of the SUNs and PIK Notes on completion of the Agreed Recapitalization Transaction. The full text of the Announcement containing additional details of the Agreed Recapitalization Transaction is available on AGSA's investor relations website at ir.ardaghgroup.com.

Posted In: AMBP