LUXEMBOURG, Oct. 27, 2025 /PRNewswire/ —
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Announcement of Efficient Month in appreciate of every Present Indenture pursuant to the Consent Solicitations with regards to:
Buck-denominated 4.125% senior join notes due 2026
(ISIN: USG04586AQ97 (Law S) and US03969AAN00 (Rule 144A)
CUSIP: G04586AQ9 (Law S) and 03969AAN0 (Rule 144A))
(the “Existing 2019 Dollar SSNs“)
Euro-denominated 2.125% senior join notes due 2026
(ISIN: XS2036387525 (Law S) and XS2036388093 (Rule 144A)
Usual Code: 203638752 (Law S) and 203638809 (Rule 144A))
(the “Existing 2019 Euro SSNs“)
Euro-denominated 2.125% senior join notes due 2026
(ISIN: XS2189356996 (Law S) and XS2189418267 (Rule 144A)
Usual Code: 218935699 (Law S) and 218941826 (Rule 144A))
(the “Existing 2020 SSNs“, and in conjunction with the Present 2019 Buck SSNs and the Present 2019 Euro SSNs, the “Existing SSNs“)
Sterling-denominated 4.750% Senior Notes due 2027
(ISIN: XS1628848241 (Law S) and XS1628849645 (Rule 144A)
Usual Code: 162884824 (Law S) and 162884964 (Rule 144A))
(the “Existing 2017 SUNs“)
Buck-denominated 5.250% Senior Notes due 2027
(ISIN: USG04586AR70 (Law S) and US03969AAP57 (Rule 144A)
CUSIP: G04586AR7 (Law S) and 03969AAP5 (Rule 144A))
(the “Existing 2019 SUNs“)
Buck-denominated 5.250% Senior Notes due 2027
(ISIN: USG04586AU00 (Law S) and US03969AAR14 (Rule 144A)
CUSIP: G04586AU0 (Law S) and 03969AAR1 (Rule 144A))
(the “Existing 2020 SUNs” and in conjunction with the Present 2017 SUNs and the Present 2019 SUNs, the “Existing SUNs“)
of
Ardagh Holdings USA Inc.
an organization included in Delaware with its registered administrative center positioned at The Company Believe Corporate, 1209 Orange Boulevard, Wilmington, Delaware 19801, United States and registered with the Section of Companies beneath quantity 4657855
and
Ardagh Packaging Finance plc
a community restricted corporate with its registered administrative center positioned at Ardagh Space, South County Industry Ground, Leopardstown, Dublin 18 D18 PX68, Eire and registered with the CRO beneath quantity 489258
Buck-denominated 6.500% / 7.250% senior join toggle notes due 2027
(ISIN: USL02238AH37 (Law S) and US00191AAD81 (Rule 144A)
CUSIP: L02238AH3 (Law S) and 00191AAD8 (Rule 144A))
(the “Existing Dollar PIK Notes“)
Euro-denominated 5.000% / 5.750% senior join toggle notes due 2027
(ISIN: XS2079032483 (Law S) and XS2079032640 (Rule 144A)
Usual Code: 207903248 (Law S) and 207903264 (Rule 144A))
(the “Existing Euro PIK Notes” and in conjunction with the Present Buck PIK Notes, the “Existing PIK Notes” and in conjunction with the Present SSNs and the Present SUNs, the “Existing Notes“)
of
ARD Finance S.A.
a community restricted legal responsibility corporate (société anonyme) with its registered administrative center positioned at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the R.C.S. Luxembourg beneath quantity B 160806
October 27 , 2025
Ardagh pronounces prevalence of Efficient Month in appreciate of every Present Indenture pursuant to the Consent Solicitations.
Additional to the former announcement on September 29, 2025 by means of Ardagh Holdings USA Inc., Ardagh Packaging Finance plc (in combination, the “Existing Co-Issuers“) and ARD Finance S.A. (the “Existing PIK Issuer” and in conjunction with the Present Co-Issuers the “Issuers“, and in conjunction with their associates and subsidiaries, “Ardagh“) in their consent solicitations (jointly, the “Consent Solicitations“) to noteholders (the “Noteholders“) in their Present Notes in reference to the recapitalization transaction (the “Transaction“) in the past introduced by means of Ardagh Staff S.A. on July 28, 2025, the Issuers hereby announce the prevalence of the Efficient Month in terms of every Present Indenture.
As of the occasion hereof, the Issuers verify that sees eye to eye pursuant to the Consent Solicitations had been gained from Noteholders representing no longer not up to a majority in combination primary quantity of the respective Present Notes issued beneath every Present Indenture. Accordingly, the SSN 50% Status, the SUN 50% Status and the PIK Notes 50% Status had been glad.
Pursuant to the prevalence of the Efficient Month, sees eye to eye in appreciate of the Proposed Amendments and Extra Is of the same opinion in terms of the Consent Solicitations can now not be revoked, excluding as described within the Consent Solicitation Observation or as required by means of legislation. Any Withdrawal Understand supplied on or upcoming the day of this announcement might be unwanted.
Pursuant to the prevalence of the Efficient Month, the Present Co-Issuers and the Present PIK Issuer, as acceptable, in conjunction with the Outgoing Agent and the Successor Agent, as acceptable, will move to offer impact to the SSN 50% Is of the same opinion, the SUN 50% Is of the same opinion and the PIK Notes 50% Proposed Amendments, respectively.
For more info in regards to the Consent Solicitations and the Transaction, refer to the consent solicitation commentary dated as of September 29, 2025 and as supplemented on October 12, 2025 (the “Consent Solicitation Statement“) dispensed by means of the Present Co-Issuers and the Present PIK Issuer and made to be had to Noteholders by means of the Data Agent.
Phrases old however no longer differently outlined on this announcement shall have the which means assigned to them within the Consent Solicitation Observation. This announcement summarizes and highlights decided on knowledge contained within the Consent Solicitation Observation and indistinguishable traits and does no longer include all the knowledge that you just will have to believe earlier than creating a decision with appreciate to the Consent Solicitations or the Transaction.
Extra Data
The Consent Solicitation Observation is to be had to all Eligible Holders during the Data Agent:
Kroll Issuer Services and products Restricted
Deal with: The Information Development, 3 London Bridge Boulevard,
London SE1 9SG, United Kingdom
Phone: +44 207 704 089 09
E mail: [email protected]
Consideration: Do business in staff
When you have any questions concerning the Consent Solicitations, you will have to touch Kroll Issuer Services and products Restricted.
Houlihan Lokey UK Restricted (“Houlihan Lokey“) acts as monetary aider to the Issuers. Kirkland & Ellis World LLP acts as felony consultant to the Issuers. Related Gump Strauss Hauer & Feld LLP acts as felony consultant to positive consenting Noteholders. Gibson, Dunn & Crutcher LLP acts as felony consultant to positive alternative consenting Noteholders.
About Ardagh
Ardagh is an international provider of sustainable, infinitely recyclable, steel and glass packaging for emblem house owners world wide. Ardagh operates 58 steel and glass manufacturing amenities in 16 nations, using roughly 19,000 public with gross sales of roughly $9.1 billion.
Remarkable realize
This drop does no longer represent an deal to promote or the solicitation of an deal to shop for any securities, nor will there be any sale of securities referred to on this announcement, in any jurisdiction, together with the USA, by which such deal, solicitation or sale can be illegal previous to registration or qualification beneath the securities regulations of such jurisdiction. Securities might not be presented or offered in the USA absent registration beneath the U.S. Securities Employment, or an exemption from registration.
This drop comprises “forward-looking” knowledge. The forward-looking knowledge is primarily based upon positive guesses about week occasions or situations and is meant as an instance hypothetical effects beneath the ones situations. Latest occasions or situations are not going to be in line with and might materially range from the ones assumed. Any perspectives or critiques expressed on this drop (together with statements or forecasts) represent the understanding of Ardagh as of the occasion of this subject matter and are topic to modify with out realize. You might be cautioned to not playground undue reliance on any forward-looking knowledge.
Any projections or forecasts on this drop are illustrative handiest and feature been according to the estimates and guesses when Ardagh’s marketing strategy was once ready. Such estimates and guesses might or won’t end up to be right kind. Those projections don’t represent a forecast or prediction of untouched effects and there may also be incorrect word that the projected effects will if truth be told be learned or completed. Latest effects might rely on week occasions which aren’t in Ardagh’s keep watch over and is also materially suffering from unexpected financial or alternative cases.
The Consent Solicitations are directed handiest to these Noteholders who’re Eligible Holders.
Contacts:
Buyers:
E mail: [email protected]
Media:
Pat Walsh, Murray Specialists
Tel.: +353 1 498 0300 / +353 87 2269345
E mail: [email protected]
Conor McClafferty, FGS World
E mail: [email protected]
SOURCE Ardagh Staff S.A.
