Bond Ball Corporation 5% ( US058498AR71 ) in USD

Ball Corporation

100 % ▼

United States

US058498AR71 ( in USD )

5% per year ( payment 2 times a year)

14/03/2022 - Bond has expired

Prospectus brochure of the bond Ball Corp US058498AR71 in USD 5%, expired

2 000 USD

750 000 000 USD

058498AR7

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

Ball Corporation is a global supplier of sustainable aluminum packaging for beverage, personal care, and household products, and also provides aerospace and other technologies and services.

The Bond issued by Ball Corporation ( United States ) , in USD, with the ISIN code US058498AR71, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2022

The Bond issued by Ball Corporation ( United States ) , in USD, with the ISIN code US058498AR71, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Ball Corporation ( United States ) , in USD, with the ISIN code US058498AR71, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-179639
and 333-179639-01 through 333-179639-21
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Registered

Registered

Price Per Share

Offering Price

Registration Fee(1)

5.00% Senior Notes due 2022

$750,000,000

100.00%

$750,000,000

$85,950

Guarantees of 5.00% Senior Notes
due
2022(2)
--
--
--
--

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees.
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PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2012)
Ball Corporation is offering $750 million in aggregate principal amount of 5% Senior Notes due 2022. Ball Corporation will pay
interest on the notes on March 15 and September 15 of each year, beginning September 15, 2012. The notes will mature on March 15, 2022.
Ball Corporation may redeem the notes, in whole or in part, at its option at any time at the redemption prices described in this prospectus
supplement under "Description of Notes--Option Redemption." If a Change of Control Repurchase Event (as defined herein) occurs we
will be required to offer to purchase the notes from the holders on terms described in this prospectus supplement.
The notes will be senior unsecured obligations of Ball Corporation and will rank equally in right of payment to all of Ball
Corporation's existing and future senior unsecured indebtedness and senior in right of payment to all of Ball Corporation's future
indebtedness, if any, that expressly provides for its subordination to the notes. The notes will be effectively subordinated to all secured
indebtedness of Ball Corporation and structurally subordinated to all indebtedness and other liabilities, including trade payables, of Ball
Corporation's subsidiaries that are not guarantors of the notes.
The notes offered by this prospectus supplement will not be listed on any securities exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-12 of this
prospectus supplement.

Per Note

Total

Public offering price(1)

100.00%
$
750,000,000
Underwriting discount

1.375%
$
10,312,500
Proceeds, before expenses, to us(1)

98.625%
$
739,687,500
(1)
Plus accrued interest from March 9, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société
anonyme, on or about March 9, 2012.
Joint Book-Running Managers
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BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan

Deutsche Bank Securities

Barclays Capital
Co-Managers
Wells Fargo Securities
RBS
KeyBanc Capital Markets
BNP PARIBAS

US Bancorp
Rabo Securities
PNC Capital Markets LLC
SMBC Nikko

ANZ Securities
UniCredit Capital Markets

The date of this prospectus supplement is February 24, 2012.
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Table of Contents
Prospectus Supplement

About This Prospectus Supplement
S-i

Where You Can Find More Information
S-i

Incorporation of Certain Documents by Reference
S-ii

Disclosure Regarding Forward-Looking Statements
S-iii

Market and Industry Data
S-v

Summary
S-1

Risk Factors
S-12

Use of Proceeds
S-18

Capitalization
S-19

Ratio of Earnings to Fixed Charges
S-20

Description of Other Indebtedness
S-21

Description of Notes
S-32

Material U.S. Federal Income Tax Consequences
S-58

Underwriting
S-60

Legal Matters
S-65
Prospectus

About This Prospectus
1

Where You Can Find More Information
2

Incorporation Of Certain Documents By Reference
2

Disclosure Regarding Forward-Looking Statements
3

Ball Corporation
5

Risk Factors
5

Use Of Proceeds
5

Description Of Debt Securities And Guarantees
6

Description Of Capital Stock
9

Description Of Warrants
14

Selling Shareholders
15

Legal Matters
15

Experts
15
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of our
offering of the notes. The second part is the accompanying prospectus, which forms a part of the registration statement and provides more
general information, some of which may not be applicable to this offering. This prospectus supplement and the accompanying prospectus
include important information about us, the notes and other information you should know before investing in the notes. This prospectus
supplement also adds, updates and changes information contained in the accompanying prospectus. If there is any inconsistency between the
information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement. You will find additional information about us in the registration statement. Any statements made in this prospectus supplement
or the accompanying prospectus concerning the provisions of legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the Securities and Exchange Commission (the
"SEC") for a more complete understanding of the document or matter. Before investing in the notes, you should carefully read both this
prospectus supplement and the accompanying prospectus, together with the additional information described under "Where You Can Find
More Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any term sheet we authorize that supplements this prospectus supplement. We have not, and the
underwriters have not, authorized any other person to provide you with different information or make any representations other than those
contained or incorporated by reference in this prospectus supplement. If anyone other than us provides you with different or inconsistent
information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
WHERE YOU CAN FIND MORE INFORMATION
Ball files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange
Commission, or the SEC. You can inspect and copy these reports, proxy statements and other information at the Public Reference Room of
the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Ball's SEC filings will also be available to you on the SEC's website at http://www.sec.gov and through the
New York Stock Exchange, 20 Broad Street, New York, NY 10005, on which Ball's common stock is listed.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the "incorporation by reference" of the information filed by Ball with the SEC into this prospectus supplement,
which means that important information can be disclosed to you by referring you to those documents. Any information incorporated by
reference is an important part of this prospectus supplement, and any information that we file with the SEC and incorporate by reference
herein subsequent to the date of this prospectus supplement will be deemed automatically to update and supersede this information. The
documents listed below previously filed by Ball with the SEC are incorporated by reference herein:
·
Ball's Annual Report on Form 10-K for the fiscal year ended December 31, 2011;
·
Ball's definitive Proxy Statement for the 2011 Annual Meeting of Shareholders dated March 14, 2011; and
·
Ball's Current Report on Form 8-K filed with the SEC on January 26, 2012 (with respect to Items 5.03, 8.01 and Exhibit
3(ii) of 9.01).
Whenever, before the termination of the offering of the securities made under this prospectus supplement, we file reports or
documents under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, those reports
and documents will be deemed to be incorporated by reference into this prospectus supplement from the time they are filed. We do not
incorporate by reference any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K in any future filings, unless specifically
stated otherwise. Unless the context requires otherwise, all references to this prospectus supplement or the accompanying prospectus
include the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of
the information incorporated by reference in this prospectus supplement or the accompanying prospectus. Any such request should be
directed to:
Ball Corporation
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
Attention: General Counsel
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains, and the documents incorporated by reference herein may contain, forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act.
These forward-looking statements represent our goals and actual results or outcomes may differ materially from those expressed or
implied. Such forward-looking statements are subject to certain risks, uncertainties and assumptions that include, but are not limited to,
expected earnings and cash flows, future growth and financial performance. Forward-looking statements typically can be identified by the
use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe" and similar terms. Although we believe that
our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may
vary materially.
Factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements
are disclosed under "Risk Factors" in our Form 10-K for the fiscal year ended December 31, 2011 and in this prospectus supplement. Some
of the factors that we believe could affect our results include, but are not limited to:
·
fluctuation in customer and consumer growth, demand and preferences;
·
loss of one or more major customers or changes to contracts with one or more customers;
·
insufficient production capacity or overcapacity in foreign and domestic metal container industry production facilities and
its impact on pricing;
·
changes in senior management;
·
the ongoing global recession and its effects on liquidity, credit risk, asset values and the economy;
·
failure to achieve anticipated productivity improvements or production cost reductions, including those associated with
capital expenditures;
·
changes in climate and weather;
·
fruit, vegetable and fishing yields;
·
power and natural resource costs or difficulty in obtaining supplies and energy, such as gas and electric power;
·
availability and cost of raw materials, as well as the increases in steel, aluminum and energy costs, and the ability or
inability to include or pass on to customers changes in raw material costs;
·
changes in the pricing of our products and services; competition in pricing and the possible decrease in, or loss of, sales
resulting therefrom;
·
insufficient or reduced cash flow;
·
the number and timing of the purchases of our common stock;
·
the effects of restrictive legislation, including with respect to packaging, such as recycling laws;
·
interest rates affecting our debt;
·
labor strikes;
·
increases and trends in various employee benefits and labor costs, including pension, medical and health care costs as well
as the rates of return projected and earned on assets and
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discount rates used to measure future obligations and expenses of our defined benefit retirement plans;
·
antitrust, intellectual property, consumer and other litigation;
·
maintenance and capital expenditures;
·
goodwill impairment;
·
changes in generally accepted accounting principles or their interpretation;
·
the authorization, funding, availability and returns of contracts for the aerospace and technologies segment and the nature and
continuation of those contracts and related services provided thereunder;
·
delays, extensions and technical uncertainties, as well as schedules of performance associated with such segment contracts;
·
political and economic instability, including periodic sell-offs on global equity markets, sanctions and the devaluation or
revaluation of certain currencies;
·
business risks with respect to changes in currency exchange rates;
·
terrorist activity or war that disrupts our production or supply;
·
regulatory action or laws affecting us or our customers or suppliers, or any of their respective products, including tax,
environmental, health and workplace safety, including in respect of climate change, or chemicals or substances used in raw
materials or in the manufacturing process, particularly publicity concerning Bisphenol-A, or BPA, a chemical used in the
manufacture of epoxy coatings applied to many types of containers (including certain of those produced by us);
·
technological developments and innovations;
·
successful or unsuccessful acquisitions, joint ventures, or divestitures and the integration activities associated therewith;
·
changes to unaudited results due to statutory audits of our financial statements or management's evaluation of the our internal
control over financial reporting;
·
ongoing uncertainties surrounding sovereign debt of various European countries, including Greece, Portugal, Spain and Italy,
as well as ratings agency downgrades of various government's debt; and
·
loss contingencies related to income and other tax matters, including those arising from audits performed by national and
local tax authorities.
If we are unable to achieve our goals, then our actual performance could vary materially from the goals we have expressed or
implied in these forward-looking statements. We caution you that the foregoing list of important factors may not contain all of the material
factors that are important to you. In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained
in this prospectus supplement and the accompanying prospectus may not in fact occur. Except as required by applicable law, we undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
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MARKET AND INDUSTRY DATA
The market, industry or similar data presented herein are based upon estimates by our management, using various third party
sources where available. While management believes that such estimates are reasonable and reliable, in certain cases such estimates
cannot be verified by information available from independent sources. While we are not aware of any misstatements regarding any market,
industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors,
including those discussed under the headings "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus
supplement.
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SUMMARY
This summary may not contain all the information that may be important to you. You should read this entire prospectus
supplement, the accompanying prospectus and those documents incorporated by reference into this prospectus supplement and the
accompanying prospectus, including the risk factors and the financial data and related notes, before making an investment decision. In
this prospectus supplement and the accompanying prospectus, unless otherwise indicated or the context otherwise requires, references
to "Ball Corporation" or "Ball" refer only to Ball Corporation and not to any of its subsidiaries, and references to the "Company,"
"we," "us," "our" and similar terms refer to Ball Corporation and its subsidiaries.
Our Company
We are one of the world's leading suppliers of metal packaging to the beverage, food, personal care and household products
industries. We are one of the largest manufacturers of metal beverage containers in the world and the largest in North America. Our
packaging products are produced for a variety of end uses and are currently manufactured in plants around the world. We also provide
aerospace and other technologies and services to governmental and commercial customers. We had net sales of $8.6 billion and EBITDA
of $1.1 billion for the twelve months ended December 31, 2011.
Our products include:
·
aluminum and steel beverage containers for carbonated soft drinks, beer, energy drinks and other beverages, of which in
2011 we sold approximately 43 billion recyclable beverage containers in the Americas, 5 billion containers in the People's
Republic of China, or PRC, and 17 billion containers in Europe (excluding Russia), representing approximately 35 percent
28 percent and 30 percent of total industry shipments, respectively;
·
two- and three-piece steel food containers for packaging vegetables, fruit, soups, meat, seafood, pet food and other aerosol
products, of which we sold approximately 5 billion units in 2011 in North America, representing approximately 18 percent
of total shipments; aerosol, paints and custom and specialty containers, of which our production represented approximately
41 percent of total annual North American steel aerosol shipments in 2011;
·
in the U.S. and Canada, we are the leading supplier of aluminum slugs used in the production of extruded aluminum aerosol
containers and estimate our percentage of the total industry shipments to be approximately 98 percent; the European
aluminum aerosol facilities sold approximately 700 million extruded aluminum aerosol containers in 2011 used for persona
care products; and
·
aerospace and other high technology products and services, including spacecraft, instruments and sensors, radio frequency
and microwave technologies, data exploitation solutions and a variety of advanced aerospace technologies and products tha
enable deep space missions.
We sell our packaging products primarily to major beverage, food, personal care and household products companies, including
SABMiller plc, PepsiCo Inc. and its affiliated bottlers, The Coca-Cola Company and its affiliated bottlers, Anheuser-Busch InBev n.v./s.a
MillerCoors LLC, Heineken N.V., Unilever N.V. and ConAgra Foods, Inc. We believe we have been able to develop long-term customer
relationships by providing superior quality and customer service at competitive prices. Our preferred supplier status with our customers is
evidenced by our large number of long-term supply contracts, our high customer retention and our numerous customer awards and
recognitions. We estimate that in 2011 more than 70 percent of our packaging customer sales were made pursuant to long-term contracts.

S-1
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