Ardagh Group Announces Comprehensive Recapitalization

Backed by Key Financial Players

Deal Slashes Debt Load, Extends Bond Maturity to 2030, and Injects $1.5 Billion in Fresh Capital

Glass and Metal Packaging Divisions Remain Under Ardagh Group Banner; Ownership Transferring to Noteholders

LUXEMBOURG, July 28, 2025 /PRNewswire/ — In a move hailed by stakeholders, Ardagh Group S.A. (“AGSA”), the global packaging giant, has announced a comprehensive recapitalization agreement (“Agreed Recapitalization Transaction”) with its core financial backers. This includes its controlling shareholder (“Existing Sponsor”) and a powerful coalition of creditors holding approximately 75% of its senior secured notes (“SSNs”), over 90% of its senior unsecured notes (“SUNs”), and more than 60% of the senior secured toggle notes due 2027 issued by ARD Finance S.A. (“PIK Notes”). This agreement, brokered with influential ad hoc groups representing a majority of both SUNs (“SUN Group”) and SSNs (“SSN Group”), signals a major strategic overhaul for the company.

Herman Troskie, Chair of the Ardagh Group, commented: “Ardagh Group is pleased to have achieved this significant milestone in agreeing a comprehensive recapitalization transaction with its key financial stakeholders. The transaction will preserve the Group’s ownership of its Glass and Metal packaging businesses and puts in place a sustainable capital structure, with significantly lower leverage and an enhanced maturity profile. Together with the injection of new capital, Ardagh will be well-placed to deliver our business plan in partnership with our future shareholders,“

Deal Breakdown: Key Highlights

The Agreed Recapitalization Transaction is built around several key pillars:

Significant Deleveraging: Ardagh will drastically reduce its debt burden through a debt-for-equity swap involving the SUNs and PIK Notes. This move wipes out a combined $4.3 billion in obligations (as of June 30, 2025), bolstering the balance sheet.
$1.5 Billion Capital Infusion: A fresh injection of $1.5 billion in new capital, maturing in December 2030, will refinance existing debt, fund the purchase price to existing shareholders for the sale of Yeoman Capital S.A. to the new equity holders, and provide working capital for general corporate purposes. This is fully backstopped by members of the SSN Group and SUN Group, ensuring stability.
Maturity Extension: Existing Ardagh Glass Packaging bond maturities are extended by over four years to December 2030, providing increased financial flexibility and enhancing the company’s liquidity position. This gives Ardagh more runway to execute its long-term strategy.
Ownership Shift: Control of the Group will transition to a syndicate of long-term investors, comprising major financial institutions and funds already committed to providing the new capital. This signifies a vote of confidence in Ardagh’s future and provides access to experienced institutional oversight.
Core Business Retention: Critically, both the Glass Packaging and Metal Packaging businesses will remain under the unified ownership of Ardagh Group, preserving operational synergies and strategic alignment.

The transaction, expected to close by September 30, 2025, is subject to regulatory green lights and customary closing conditions. Analysts see the rapid timeline as a positive sign of confidence in the deal’s prospects.

Upon completion, SUN holders stand to become the majority shareholders, controlling 92.5% of the Group’s equity, while PIK Note holders will secure the remaining 7.5%. This equity distribution underscores the significant role these debt holders are playing in Ardagh’s recapitalization.

SSN holders will exchange their holdings for new second-lien debt maturing in December 2030, secured by a second-lien claim on all encumbered and unencumbered assets. This offer reflects the risk/reward profile within the restructured capital stack.

Ardagh aims to implement the recapitalization through existing indentures, requiring 90% participation from each series of SSNs, SUNs, and PIK Notes—a “Participation Milestone.” However, the company has prepped alternative implementation options, like UK schemes of arrangement, should the participation threshold not be met.

Early Bird Perks

Incentivizing swift action, Ardagh is offering “Early Bird Fees” to noteholders who commit to the deal before August 11, 2025 (extendable at Ardagh’s discretion), contingent upon achieving the Participation Milestone:

SSN holders who accede to the Transaction Support Agreement (TSA) by the deadline will exchange into the new second-lien paper at par, while those who miss it will receive 80 cents on the dollar.
SUN holders jumping on board early will be entitled to 30% of the 92.5% equity stake earmarked for SUN holders, allocated pro rata to their holdings compared to other early participants. The remaining 70% is allocated pro rata to all SUN holders.
A similar incentive structure applies to PIK Note holders, who receive 30% of the 7.5% equity stake pro-rata, with the remaining 70% allocated pro rata to all PIK Note holders.

Notably, this recapitalization has no impact on the public listing or capital structure of Ardagh Metal Packaging S.A. (“AMP”, NYSE: AMBP). AMP, in which Ardagh Group currently holds a 76% stake, remains a subsidiary. However, the ownership of Ardagh Group (and therefore its majority stake in AMP) will shift to SUN and PIK Note holders upon completion of the transaction. This detail highlights the indirect effect on AMP shareholders.

Transaction Support Agreement

The Agreed Recapitalization Transaction is underpinned by a transaction support agreement (“TSA”) with the SSN Group, the SUN Group, and the Existing Sponsor, forming a framework for implementation. The TSA includes standard terms and conditions, requiring support for the deal and hitting agreed milestones outlined in the attached Market Presentation.

The full TSA document and Market Presentation containing detailed information on the Agreed Recapitalization Transaction are available in the Attachments section.

Ardagh encourages all holders of SSNs, SUNs, and PIK Notes to seek further information and potentially participate in the TSA. Contact Kroll Issuer Services Limited, the exchange and tabulation agent, via email at [email protected].

Houlihan Lokey, Inc. is serving as the Group’s financial advisor, with Kirkland & Ellis LLP as lead legal advisor. The Existing Sponsor has tapped Freshfields LLP as its lead legal advisor. The SSN Group is advised by Perella Weinberg Partners (financial) and Gibson, Dunn & Crutcher LLP (legal). Finally, the SUN Group is working with PJT Partners LP (financial) and Akin Gump Strauss Hauer & Feld LLP (legal).

Attachments

Transaction Support Agreement
Market Presentation

For copies of the Transaction Support Agreement and Market Presentation please visit: https://ir.ardaghgroup.com/news-events/presentations/

Financial Outlook

The Company reaffirmed its commitment to achieving its FY25 budget and expressed confidence in the long-term prospects of its core packaging businesses. Adjusted EBITDA from the Glass Packaging division is projected to reach approximately $660 million in FY25E, climbing to roughly $700 million and $760 million in FY26E and FY27E, respectively. This growth is expected to drive improvements in global EBITDA margins from 2024. For context, in FY24, Ardagh reported approximately $602 million in EBITDA (equivalent to around $615 million at 2025 exchange rates), representing a margin of approximately 14% on revenues of approximately $4.2 billion.

Capital expenditures are projected at approximately $300 million in FY25E, escalating to $400 million annually in FY26/27E. Lease repayments are expected to decrease from approximately $130 million in FY25E to approximately $105 million annually in FY26/27E. Other cash flows, primarily related to working capital, cash taxes, and exceptional items, are projected to range between $65-125 million annually over FY25E-FY27E.

These forecasts exclude potential dividend income from AMP and do not reflect any operational or working capital impacts resulting from the Agreed Recapitalization Transaction.

Disclaimer

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, or an exemption from registration.

This release contains “forward-looking” information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with and may materially differ from those assumed. Any views or opinions expressed in this release (including statements or forecasts) constitute the judgement of the Company as of the date of this material and are subject to change without notice. You are cautioned not to place undue reliance on any forward-looking information.

Any projections or forecasts in this release are illustrative only and have been based on the estimates and assumptions when the Company’s business plan was prepared. Such estimates and assumptions may or may not prove to be correct. These projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realized or achieved. Actual results may depend on future events which are not in the Company’s control and may be materially affected by unforeseen economic or other circumstances.

About Ardagh Group

Ardagh Group is a global supplier of infinitely recyclable metal and glass packaging solutions, serving prominent brand owners worldwide. The company operates 58 metal and glass production facilities across 16 countries, employing approximately 19,000 individuals and generating sales of roughly $9.1 billion in 2024.

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