Obligation Ball Corporation 4% ( US058498AS54 ) en USD

Ball Corporation

100 % ▲

Etats-unis

US058498AS54 ( en USD )

4% par an ( paiement semestriel )

14/11/2023 - Obligation échue

Prospectus brochure de l'obligation Ball Corp US058498AS54 en USD 4%, échue

2 000 USD

1 000 000 000 USD

058498AS5

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

Ball Corporation est une entreprise américaine de fabrication d'emballages métalliques, notamment des canettes en aluminium pour boissons et des contenants métalliques pour produits alimentaires.

L'Obligation émise par Ball Corporation ( Etats-unis ) , en USD, avec le code ISIN US058498AS54, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2023

L'Obligation émise par Ball Corporation ( Etats-unis ) , en USD, avec le code ISIN US058498AS54, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Ball Corporation ( Etats-unis ) , en USD, avec le code ISIN US058498AS54, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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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 and 333-179639-03 through 333-179639-21
CALCULATION OF REGISTRATION FEE

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

Registered

Share

Price

Registration Fee(1)

4% Senior Notes due 2023

$1,000,000,000

100.00%

$1,000,000,000

$136,400

Guarantees of 4% Senior Notes due
2023(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)
$1,000,000,000
4% Senior Notes due 2023
Ball Corporation is offering $1 billion in aggregate principal amount of 4% Senior Notes due 2023. Ball Corporation will pay interest on the notes on May 15
and November 15 of each year, beginning November 15, 2013. The notes will mature on November 15, 2023. 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--Optional 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 to the extent of the value of the assets securing such indebtedness 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%
$
1,000,000,000
Underwriting discount

1.375%
$
13,750,000
Proceeds, before expenses, to us

98.625%
$
986,250,000
(1)
Plus accrued interest from May 16, 2013, 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 May 16, 2013.
Joint Book-Running Managers
Deutsche Bank Securities

BofA Merrill Lynch

Goldman, Sachs & Co.

Barclays

Wells Fargo Securities

RBS

KeyBanc Capital Markets

J.P. Morgan
Co-Managers
BNP PARIBAS

US Bancorp

Rabo Securities

PNC Capital Markets LLC

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SMBC Nikko

ANZ Securities

UniCredit Capital Markets

Mitsubishi UFJ Securities

The date of this prospectus supplement is May 9, 2013.
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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-31

Certain U.S. Federal Income Tax Consequences
S-57

Underwriting
S-59

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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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.
S-i
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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, 2012;
·
Ball's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013; and
·
Ball's Current Reports on Form 8-K filed with the SEC on January 31, 2013 (except with respect to Item 2.02) and April 25, 2013 (except with respect
to Item 2.02).
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, 2012 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 key management and personnel;
·
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 and developments regarding the reporting and use of
conflict minerals;
·
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 and multiemployer 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;
·
loss contingencies related to income and other tax matters, including those arising from audits performed by national and local tax authorities; and
·
changes in government regulations, including those surrounding financial risk management, or any negative findings from a U.S. government audit or
investigation.
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 consolidated 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 $8.7 billion and EBITDA of $1.1 billion for the twelve months ended December 31, 2012.
Our products include:
·
aluminum and steel beverage containers for carbonated soft drinks, beer, energy drinks and other beverages, of which in 2012 we produced
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 37 percent, 28 percent and 32 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
produced approximately 5 billion units in 2012 in North America, representing approximately 17 percent of total shipments; aerosol, paints and custom
and specialty containers, of which our production represented approximately 39 percent of total annual North American steel aerosol shipments in 2012
·
in the U.S. and Canada, we are the leading supplier of aluminum slugs used in the production of extruded aluminum containers and estimate our
percentage of the total industry shipments to be approximately 87 percent; the European extruded aluminum aerosol facilities produced approximately
725 million extruded aluminum aerosol containers in 2012 used for personal care products and in December 2012, we acquired a Mexican extruded
aluminum aerosol manufacturing facility; and
·
aerospace and other high technology products and services, including spacecraft, instruments and sensors, radio frequency systems and components, dat
exploitation solutions and a variety of advanced aerospace technologies and products that enable deep space missions.
We sell our packaging products mainly to major beverage, food, personal care and household products companies with which we have developed long-term
customer relationships. This is evidenced by our high customer retention and our large number of long-term supply contracts. While we have a diversified customer
base, we sell a majority of our packaging products to relatively few major companies in North America, Europe, PRC, and Latin America, as do our equity joint
ventures in the U.S. and Vietnam. Our significant customers include: Anheuser-Busch InBev n.v./s.a., Heineken N.V., MillerCoors LLC, PepsiCo Inc. and its affiliated
bottlers, SABMiller plc, The Coca-Cola Company and its affiliated bottlers and Unilever N.V.

S-1
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