Ardagh Group Transaction Support Agreement – Accession Update

Posted on August 8th, 2025 | Filed under Press Releases

Ardagh has obtained the support of over 90% of holders under each of the SSN Indentures and SUN Indentures and over 75% of holders under the PIK Notes Indenture

LUXEMBOURG, Aug. 9, 2025 /PRNewswire/ — Ardagh Group S.A. (the “Company” or “Ardagh“) is pleased to announce that, as of August 8, 2025, holders of over 90% of the senior secured notes (the “SSNs“, and the indentures pursuant to which the SSNs are issued being the “SSN Indentures“) issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc., over 90% of the senior unsecured notes issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc. (the “SUNs“, and the indentures pursuant to which the SUNs are issued being the “SUN Indentures“) and over 75% of the senior secured toggle notes due 2027 issued by ARD Finance S.A. (the “PIK Notes“, and the indenture pursuant to which the PIK Notes are issued being the “PIK Notes Indenture“), have entered into the transaction support agreement dated July 28, 2025, between, among others, the Company and certain holders of SSNs, SUNs and PIK Notes (the “TSA“).

The Company encourages all remaining holders of the SSNs, SUNs and PIK Notes to accede to the TSA prior to the early bird deadline of August 12, 2025, in order to receive the Early Consent Consideration (as defined in the TSA), which is summarized in the appendix of this announcement. Holders of SSNs, SUNs and PIK Notes who wish to access further information relating to the Agreed Recapitalization Transaction and accede to the TSA to contact Kroll Issuer Services Limited, the exchange and tabulation agent, via email at [email protected].

Appendix

Summary of Early Consent Consideration

Capitalized terms used in this summary appendix shall have the meaning given to the equivalent defined term in the TSA. This appendix is only intended to provide a summary of the Early Consent Consideration construct set out in Part A (Implementation Term Sheet) of Exhibit A to the TSA for ease of reference and the TSA should be consulted for further detail. For the avoidance of doubt, this summary assumes that all relevant conditions under the TSA have been satisfied.

The Early Consent Time is currently August 12, 2025.

Instrument	Consideration
Existing SSNs	Consenting SSN Holders who sign up or accede to the TSA on or before the Early Consent Time will exchange their Existing SSNs at par into new Exchange SSNs. Each other Consenting SSN Holder or Non-Consenting SSN Holder will exchange their Existing SSNs at a rate of $800 in principal amount of Exchange SSNs for each $1,000 in principal amount of Existing SSNs.
Existing SUNs	Each Consenting SUN Holder and Non-Consenting SUN Holder will receive their pro rata portion of 70% of the 92.5% allocation of EquityCo Shares. In addition to the allocation in the paragraph above, each Consenting SUN Holder who signs up to or accedes to the TSA on or before the Early Consent Time will additionally receive their pro rata share of 30% of the 92.5% allocation of EquityCo Shares.
Existing PIK Notes	Each Consenting PIK Holder and Non-Consenting PIK Holder will receive their pro rata portion of 70% of the 7.5% allocation of EquityCo Shares. In addition to the allocation in the paragraph above, each Consenting PIK Holder who signs up to or accedes to the TSA on or before the Early Consent Time will additionally receive their pro rata share of 30% of the 7.5% allocation of EquityCo Shares.

Ardagh Group is a global supplier of infinitely recyclable metal and glass packaging for brand owners around the world. Ardagh operates 58 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.1 billion in 2024.

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 may contain “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.

Contacts:

Media:
Pat Walsh, Murray Consultants
Tel.: +353 1 498 0300 / +353 87 2269345
Email: [email protected]

Conor McClafferty, FGS Global
Email: [email protected]

Investors:
Email: [email protected]

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