Ardagh Group S.A. Updates on Ongoing Restructuring Negotiations with Noteholders

Ardagh Group S.A. (AGSA) is currently in the midst of negotiations with specific holders of its Senior Secured Notes (SSNs) and Senior Unsecured Notes (SUNs). On March 11, 2025, the company announced these discussions, which involve two distinct ad hoc groups representing a majority of the SSNs and SUNs.

The SSN group is represented by Gibson, Dunn & Crutcher LLP and Perella Weinberg Partners, while the SUN group is advised by Akin Gump Strauss Hauer & Feld LLP and PJT Partners. The discussions are centered around a potential restructuring transaction that could have significant implications for the company's financial structure.

Key Terms of the SSN Proposal

Recently, AGSA received a proposal from the SSN group, which includes several notable terms:

1. Potential Divestment: The company plans to divest its ordinary shares in Ardagh Metal Packaging S.A. (AMP) to a new special purpose vehicle named New BidCo. This entity would be owned by both current indirect shareholders of AGSA and participating holders of the SUNs.
2. Equity Distribution: At completion, the ownership of New BidCo would be allocated 80% to Existing Shareholders and 20% to holders of the SUNs, based on the participation rates.
3. Debt Exchange: The proposal suggests converting SSNs into approximately $1.892 billion of new senior secured debt at AGSA. This debt would mature in June 2030, bear a 6.0% cash interest rate, and have certain protective provisions against early retirement. Additionally, there would be $600 million of new first lien senior secured debt at New BidCo that is backed by the Steering Committee of the SSN group.
4. Refinancing Capacity: Participating SSN holders are expected to grant AGSA the capacity to incur new debt through August 2026, enabling a refinancing strategy for non-participating SSNs.
5. New Money Facility: Current SSN holders can also participate in a $1.2 billion new money facility at AGSA, intended for general corporate purposes and refinancing existing loans.
6. SUNs Participation: The SUN group would exchange their notes for new debt at AGSA and a new preferred equity instrument at New BidCo, with a portion of participating SUN holders receiving an upfront fee in the form of additional SUNs.
7. Collateral Security: The collateral for the new instruments will include existing security from current SSNs, as well as assets that are not currently pledged, which may encompass AGSA's interests in certain subsidiaries and other assets.

Next Steps for Ardagh Group

Following the SSN Proposal, AGSA has crafted a response that also encompasses a potential divestment of the AMP shares and preferred equity in AMP to New BidCo. The company is determined to negotiate in good faith with both the SUN and SSN groups to arrive at an agreement that ensures the financial stability of AGSA moving forward.

The company commits to providing further updates as the negotiations progress. Stakeholders are advised that this release does not constitute a sale or solicitation of securities and is subject to various disclaimers regarding forward-looking information.

In conclusion, the negotiations are critical for Ardagh Group S.A. as they seek to balance the interests of their noteholders while ensuring the sustainability of their operations. The nature of these discussions highlights the complexity of corporate restructuring in the current market environment.