Bond Ball Corporation 4.875% ( US058498AV83 ) in USD

Ball Corporation

100 % ▲

United States

US058498AV83 ( in USD )

4.875% per year ( payment 2 times a year)

14/03/2026

Prospectus brochure of the bond Ball Corp US058498AV83 en USD 4.875%, maturity 14/03/2026

2 000 USD

750 000 000 USD

058498AV8

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

15/03/2026 ( In 142 days )

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 US058498AV83, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2026

The Bond issued by Ball Corporation ( United States ) , in USD, with the ISIN code US058498AV83, 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 US058498AV83, 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
Table of Contents
CALCU LAT I ON OF REGI ST RAT I ON FEE

Propose d M a x im um
Propose d M a x im um
T it le of Ea c h Cla ss of Se c urit ie s
Am ount t o be
Offe ring
Aggre ga t e
Am ount of
t o be Re gist e re d

Re gist e re d

Pric e Pe r Sha re

Offe ring Pric e

Re gist ra t ion Fe e (1 )

4.875% Senior Notes due 2026

$750,000,000
100.00%

$750,000,000

$93,375
Guarantees of 4.875% Senior
Notes due 2026(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.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N os. 3 3 3 -2 2 3 4 5 6
PROSPECT U S SU PPLEM EN T
(To prospectus dated March 6, 2018)
$ 7 5 0 ,0 0 0 ,0 0 0
Ba ll Corpora t ion
4 .8 7 5 % Se nior N ot e s due 2 0 2 6
Ball Corporation is offering $750 million in aggregate principal amount of 4.875% Senior Notes due March 15, 2026 (the "notes"). Ball Corporation will pay
interest on the notes on March 15 and September 15 of each year, beginning September 15, 2018. The notes will mature on March 15, 2026.
We may redeem the notes, in whole or in part, at our option at any time at the redemption prices described under "Description of Notes--Optional
Redemption." If a Change of Control Repurchase Event (as defined herein) occurs, unless we have exercised our option to redeem the notes, we will be required
to offer to purchase the notes on terms described under "Description of Notes--Repurchase upon Change of Control Repurchase Event."
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 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. Substantially all of our existing domestic subsidiaries will guarantee the notes, and none of our foreign subsidiaries will guarantee the notes. The notes and
the subsidiary guarantees will be effectively subordinated to all secured indebtedness of Ball Corporation and the subsidiary guarantors to the extent of the value
of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities, including trade payables, of Ball
Corporation's subsidiaries that are not guarantors of the notes. See "Risk Factors--Risks Related to the Notes--The notes will be structurally subordinated to all
existing and future liabilities of our subsidiaries that do not guarantee the notes."
The notes will not be listed on any securities exchange.
I nve st ing in t he not e s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors" se c t ion be ginning on pa ge S -
1 3 of t his prospe c t us supple m e nt .
Pe r

N ot e

T ot a l

Public offering price (1)
100.000% $
750,000,000
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Underwriting discount (2)

1.125% $
8,437,500
Proceeds, before expenses

98.875% $
741,562,500
(1)
Plus accrued interest from March 9, 2018, if settlement occurs after that date.
(2)
We refer you to "Underwriting" beginning on page S-61 of this prospectus supplement for additional information regarding underwriting
compensation.
N e it he r t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of
t he se se c urit ie s or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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, 2018.
Joint Book-Running Managers
De ut sc he Ba nk Se c urit ie s

BofA M e rrill Lync h

Goldm a n Sa c hs & Co. LLC
Ra bo Se c urit ie s

M izuho Se c urit ie s
SM BC N ik k o

U niCre dit Ca pit a l M a rk e t s
Sa nt a nde r
K e yBa nc Ca pit a l M a rk e t s
Co-Managers
BN P PARI BAS

PN C Ca pit a l

Cre dit Agric ole CI B
M a rk e t s LLC
M U FG

T he Willia m s Ca pit a l Group, L.P.

Cit igroup

Ba rc la ys
T D Se c urit ie s
We lls Fa rgo Se c urit ie s
BM O Ca pit a l M a rk e t s
The date of this prospectus supplement is March 6, 2018.
Table of Contents
T ABLE OF CON T EN T S

Pa ge
Prospe c t us Supple m e nt

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

S-iv
MARKET AND INDUSTRY DATA

S-vi
SUMMARY

S-1
RISK FACTORS
S-13
USE OF PROCEEDS
S-19
CAPITALIZATION
S-20
DESCRIPTION OF OTHER INDEBTEDNESS
S-21
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DESCRIPTION OF NOTES
S-30
UNDERWRITING
S-61
EXPERTS
S-67
LEGAL MATTERS
S-67

Prospe c t us

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

3
BALL CORPORATION

5
RISK FACTORS

6
USE OF PROCEEDS

7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

8
DESCRIPTION OF CAPITAL STOCK

11
DESCRIPTION OF WARRANTS

16
RATIOS OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND

PREFERENCE DIVIDENDS
17
LEGAL MATTERS

18
EXPERTS

18
S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
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 consolidated subsidiaries.
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 U.S.
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 the notes 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.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
Ball files annual, quarterly and current reports, proxy statements and other information with 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
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filings will also be available to you on the SEC's website at http://www.sec.gov, on Ball's website at http://www.ball.com and through the
New York Stock Exchange, 20 Broad Street, New York, NY 10005, on which Ball's common stock is listed.
S-ii
Table of Contents
I N CORPORAT I ON OF CERT AI N DOCU M EN T S BY REFEREN CE
The SEC allows the "incorporation by reference" of the information filed by us 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 with the SEC are incorporated by reference herein:
·
our Annual Report on Form 10-K, except for Item 8, for the fiscal year ended December 31, 2017.
·
our Current Reports on Form 8-K filed with the SEC on June 22, 2016 (only with respect to Exhibit 99.1), February 20,
2018 and March 6, 2018.
Whenever after the date of this prospectus supplement, and 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
S-iii
Table of Contents
DI SCLOSU RE REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
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 (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 periodic reports and in other documents that we file with the SEC. Some of the factors that
could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are
not limited to the following:
in our packaging segments:
·
product demand fluctuations;
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·
availability/cost of raw materials;
·
competitive packaging, pricing and substitution;
·
changes in climate and weather;
·
competitive activity;
·
failure to achieve synergies, productivity improvements or cost reductions;
·
mandatory deposit or other restrictive packaging laws;
·
customer and supplier consolidation, power and supply chain influence;
·
changes in major customer or supplier contracts or a loss of a major customer or supplier;
·
political instability and sanctions;
·
currency controls;
·
changes in foreign exchange or tax rates, including due to the effects of the 2017 U.S. Tax Cuts and Jobs Act; and
·
tariffs on imported raw materials, including pursuant to section 232 of the U.S. Trade Expansion Act of 1962;
in our aerospace segment:
·
funding, authorization, availability and returns of government and commercial contracts; and
·
delays, extensions and technical uncertainties affecting segment contracts;
in the company as a whole, those listed above plus:
·
changes in senior management;
S-iv
Table of Contents
·
regulatory action or issues including tax, environmental, health and workplace safety, including U.S. Food and Drug
Administration and other actions or public concerns affecting products filled in our containers, or chemicals or substances
used in raw materials or in the manufacturing process;
·
technological developments and innovations;
·
litigation;
·
strikes;
·
labor cost changes;
·
rates of return on assets of the company's defined benefit retirement plans;
·
pension changes;
·
uncertainties surrounding geopolitical events and governmental policies both in the U.S. and in other countries, including
the U.S. government elections, budget, sequestration and debt limit;
·
reduced cash flow;
·
ability to achieve cost-out initiatives and synergies;
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·
interest rates affecting our debt;
·
successful or unsuccessful acquisitions and divestitures, including with respect to the Rexam acquisition and its
integration, or the associated divestiture; and
·
the effect of the acquisition or the divestiture on our business relationships, operating results and business generally.
If we are unable to achieve our goals, then our actual performance could vary materially from the goals we have expressed or
implied in the 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,
including the securities laws of the United States and the rules and regulations of the SEC, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
S-v
Table of Contents
M ARK ET AN D I N DU ST RY DAT A
The market, industry or similar data presented herein or incorporated by reference 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.
S-vi
Table of Contents
SU M M ARY
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 consolidated subsidiaries.
Our Com pa ny
We are one of the world's leading suppliers of metal packaging to the beverage, food, personal care and household products
industries. We are the largest manufacturer of metal beverage containers in the world with significant industry positions in all major
regions around the globe. Our packaging products are produced for a variety of end uses and are manufactured in facilities around the
world. We also provide aerospace and other technologies and services to governmental and commercial customers within our aerospace
segment. In 2017, our total consolidated net sales were $11 billion. Our packaging businesses were responsible for 91 percent of our
net sales, with the remaining 9 percent contributed by our aerospace business.
Our largest product line is aluminum beverage containers. We also produce steel food and aerosol containers, extruded aluminum
aerosol containers and aluminum slugs.
We sell our packaging products mainly to large multinational beverage, food, personal care and household products companies
with which we have developed long-term relationships. This is evidenced by our high customer retention and large number of long-term
supply contracts. While we have a diversified customer base, we sell a significant portion of our packaging products to major companies
and brands, as well as to numerous regional customers. Our significant customers include: Anheuser-Busch InBev n.v./s.a., the Coca-
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Cola Company and its affiliated bottlers, Molson Coors Brewing Company and Unilever N.V.
Our aerospace business is a leader in the design, development and manufacture of innovative aerospace systems for civil,
commercial and national cyber security aerospace markets. It produces spacecraft, instruments and sensors, radio frequency systems
and components, data exploitation solutions and a variety of advanced aerospace technologies and products that enable deep space
missions.
Com pe t it ive St re ngt hs
We believe that a number of factors contribute to our position as a premier supplier of packaging products, with multiple sources
of earnings and cash flow. These factors include:
·
Signific a nt Pre se nc e in M ult iple M a rk e t s--We are the largest manufacturer of metal beverage containers in the
world and, including both our wholly owned and our joint venture facilities, we produced over 100 billion containers
worldwide in 2017. Our metal beverage production in North America, Europe and South America in 2017 is estimated to
represent 40 percent, 42 percent and 55 percent of aggregate production in those respective regions, and we also
maintain sizeable positions in the AMEA and Asia Pacific regions. We also have a strong position in North American steel
food container
S-1
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and aerosol container manufacturing, with an approximate 11 and 34 percent share, respectively, of shipments in 2017. In
the U.S. and Canada, we are the leading supplier of aluminum slugs used in the production of impact extruded aluminum
containers and estimate our percentage of the total industry shipments to be approximately 77 percent. Our European
extruded aluminum aerosol shipments represented approximately 20 percent of total European industry shipments in
2017, and we also produce aluminum containers in North America.
·
Dive rsifie d Sourc e s of Ca sh Flow --Our worldwide operations historically have generated significant cash flow. Our
presence in multiple markets, including metal beverage containers, steel food containers and aerosol containers, impact
extruded aluminum containers and the slugs used to produce them, as well as high technology aerospace products,
diversifies our potential sources of cash flow.
·
Low Cost M a nufa c t ure r w it h St a t e -of-t he -Art Fa c ilit ie s--Modernization programs at many of our facilities over
the past decade have increased productivity, reduced costs and improved product quality. We operate modern, efficient
beverage container plants, with expertise in both steel and aluminum container production. In addition, we have
strategically positioned our production sites to provide the most cost-efficient and effective global coverage of any
beverage container manufacturer. Our facilities are located in close proximity to the major geographic markets we serve
and are close to our major customers' filling operations in order to minimize transportation costs.
·
Ex pe rie nc e d M a na ge m e nt --We are led by an experienced management team with a proven track record of
successfully integrating major acquisitions, increasing profitability and cash flow, expanding our customer base,
implementing state-of-the-art manufacturing process technology, improving operating efficiencies, introducing product
innovations and entering new markets and businesses. Our top ten senior executives average over 20 years of experience
in the packaging industry.
·
T e c hnologic a l Le a de rship--We have extensive experience in improving productivity and designing innovative
products. In particular, we have successfully increased manufacturing efficiencies and lowered unit costs through
internally-developed equipment enhancements. We also have made numerous patented advancements in container and
end manufacturing techniques. Our packaging research and development activities are primarily conducted in our technical
center located in Westminster, Colorado. Current research and development efforts include the development of new sizes
and types of metal containers as well as new uses for the current containers. Our innovation efforts continue to build
momentum and play an important role in keeping us close to our customers.
·
H igh Qua lit y Produc t s a nd Se rvic e --We believe that the quality of our products and our customer service is among
the highest in the industry, as indicated by the number of quality and other awards we have earned over many years.
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We were listed on each of the Dow Jones Sustainability Index (DJSI World) and Dow Jones Sustainability Index North America
(DJSI NA) in 2017 as an industry leader in sustainability for the fifth consecutive year. We have been listed on the international
FTSE4Good index for eight consecutive years and are included in the MSCI Global Sustainability Indexes, the Euronext Vigeo US 50
index and the Euronext Vigeo World 120 index.
S-2
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We continually strive to improve the quality of our products and production processes through rigorous quality systems,
comprehensive employee training and tight control of our manufacturing processes.
Drive for 1 0 Busine ss St ra t e gy
Our overall business strategy is defined by our Drive for 10 vision, which at its highest level, is a mindset around perfection, with a
greater sense of urgency around our future success. Launched in 2011, our Drive for 10 vision encompasses five strategic levers that
are key to growing our businesses and achieving long-term success. These five levers are:
·
Maximizing value in our existing businesses
·
Expanding into new products and capabilities
·
Aligning ourselves with the right customers and markets
·
Broadening our geographic reach and
·
Leveraging our know-how and technological expertise to provide a competitive advantage
We also maintain a clear and disciplined financial strategy focused on improving shareholder returns through:
·
Seeking to deliver comparable diluted earnings per share growth of 10 percent to 15 percent per annum over the long-
term
·
Maximizing free cash flow generation
·
Increasing Economic Value Added (EVA®) dollars.
The cash generated by our businesses is used primarily: (1) to finance the Company's operations, (2) to fund strategic capital
investments, (3) to service the Company's debt and (4) to return value to our shareholders via stock buy-backs and dividend payments.
From time to time, we have evaluated and expect to continue to evaluate possible transactions that we believe will benefit the
Company and our shareholders, which may include strategic acquisitions, divestitures of parts of our company or joint ventures. At any
time we may be engaged in discussions or negotiations with respect to possible transactions or may have entered into non-binding
letters of intent. There can be no assurance if or when we will enter into any such transactions or the terms of such transactions. The
compensation of many of our employees is tied directly to the Company's performance through our EVA®-based incentive programs.
Our Drive for 10 vision encompasses five strategic levers that are key to growing our business and achieving long-term success.
Since launching Drive for 10 in 2011, we have made progress on each of the levers as follows:
·
Maximizing value in our existing businesses by rationalizing standard beverage container and end capacity in North
America and Europe, and expanding specialty container production to meet current demand; leveraging plant floor systems
in our beverage facilities to improve efficiencies and reduce costs; consolidating and/or closing multiple beverage and food
and aerosol packaging facilities to gain efficiencies; and in the aerosol business, installing new extruded aluminum aerosol
lines in our European and Indian facilities while also implementing cost-out and value-in initiatives across all of our
businesses;
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S-3
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·
Expanding further into new products and capabilities through our acquisition of Sonoco's metal end and closure
manufacturing facilities in Canton, Ohio, in February 2015; successfully commercializing extruded aluminum aerosol
packaging that utilizes a significant amount of recycled material; and successfully commercializing the next generation
aluminum bottle-shaping technology;
·
Aligning ourselves with the right customers and markets by investing capital to meet continued growth for specialty
beverage containers throughout our global network, which represent approximately 37 percent of our global beverage
packaging mix; aligning with craft brewers, sparkling water fillers, wine producers and other new beverage producers who
continue to use beverage containers to grow their business;
·
Broadening our geographic reach with our acquisition of Rexam and our new investments in a beverage manufacturing
facility in Myanmar, as well as an extruded aluminum aerosol manufacturing facility in India and the construction of new
beverage can and end facilities in Monterrey, Mexico, and in our Central American joint venture; and
·
Leveraging our technological expertise in packaging innovation, including the introduction of next-generation aluminum
bottle-shaping technologies, the introduction of a new two-piece, lightweight steel aerosol can, G3 and the increased
production of lightweight ReAl® containers with 25 percent recycled aluminum content and investment in cyber and data
analytics to further enhance our aerospace technical expertise across a broader customer portfolio.
These ongoing business developments and the successful acquisition of Rexam completed on June 30, 2016, help us stay close
to our customers while expanding and/or sustaining our industry positions and global reach with major beverage, food, personal care,
household products and aerospace customers.
I ndust ry Ove rvie w
We operate in the packaging industry, which consists of metal, glass, plastic and paper-based products in the form of containers,
bottles, cartons, boxes, closures and flexible packages for a variety of end uses, including food and beverage, consumer products,
personal care, pharmaceutical and medical, household and food service, among others. The industry is global with companies of various
sizes operating primarily on a local/regional basis as it is generally not economic to transport unfilled containers long distances. We hold
leading positions in all three of the industry's largest markets--North America, Europe and South America--as well as sizable positions
in the AMEA and Asia Pacific regions. Worldwide shipments of metal beverage containers were approximately 320 billion units in 2017.
The metal beverage container industry in North America is the largest with approximately 110 billion containers shipped in 2017,
followed by Europe (including Russia) with approximately 64 billion containers, and South America with approximately 29 billion
containers. Shipments of steel food containers and metal aerosol containers in the U.S. and Canada are approximately 26 billion and
3 billion containers annually, respectively. Extruded aluminum aerosol shipments in Europe in 2017 were approximately 4 billion
containers, and aluminum slug shipments in North America in 2017 were approximately 60,000 metric tonnes.
Re c e nt De ve lopm e nt s
We are currently seeking an amendment to the Credit Agreement (as defined below) to, among other things, amend the net
leverage ratio we are required to maintain from 4.00 to 1.00 to 4.25 to 1.00. There can be no assurance as to whether or when we will
be able to
S-4
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consummate any such amendment. Neither this offering nor the amendment to the Credit Agreement is conditioned on the successful
consummation of the other. We are currently, and after giving effect to this offering will be, in compliance with all of our debt covenants
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under our outstanding debt instruments.
Corpora t e I nform a t ion
Our principal executive office is located at 10 Longs Peak Drive, Broomfield, Colorado 80021-2510 and our telephone number is
(303) 469-3131. We also maintain a website at www.ball.com. The information on our website is not part of this prospectus supplement
unless such information is specifically incorporated herein.
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T he Offe ring
The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the notes, see
"Description of Notes" in this prospectus supplement.
I ssue r
Ball Corporation.

N ot e s Offe re d
$750 million in aggregate principal amount of notes.

M a t urit y Da t e
March 15, 2026.

I nt e re st Ra t e a nd I nt e re st
4.875% per annum, payable semi-annually in arrears in cash on March 15 and September 15 of
Pa ym e nt Da t e s
each year, beginning September 15, 2018. Interest will accrue from March 9, 2018.

Gua ra nt e e s
Ball Corporation's operations are conducted through its subsidiaries. Ball Corporation's payment
obligations under the notes will be fully and unconditionally guaranteed by substantially all of Ball
Corporation's existing domestic subsidiaries, as well as Ball Corporation's future domestic
subsidiaries that are guarantors of Ball Corporation's other indebtedness. The notes will not be
guaranteed by any of Ball Corporation's foreign subsidiaries.

The non-guarantor subsidiaries generated approximately 50% of our net sales for the year ended
December 31, 2017 and held approximately 72% of our assets as of December 31, 2017. See "Risk
Factors--Risks Related to the Notes--The notes will be structurally subordinated to all existing and
future liabilities of our subsidiaries that do not guarantee the notes."

Ra nk ing
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 indebtedness and
other liabilities, including trade payables and our outstanding 4.375% Senior Notes due December
2020 (the "2020 notes"), 3.50% euro denominated Senior Notes due December 2020 (the
"2020 Euro notes"), 5.00% Senior Notes due March 2022 (the "2022 notes"), 4.00% Senior Notes
due November 2023 (the "2023 notes"), 4.375% euro denominated Senior Notes due December
2023 (the "2023 Euro notes") and 5.25% Senior Notes due July 2025 (the "2025 notes" and,
together with the 2020 notes, the 2020 Euro notes, the 2022 notes, the 2023 notes and the
2023 Euro notes, the "existing senior notes"); and
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