Ardagh — Merger or Acquisition (July 2025)
16 slides from Ardagh's merger presentation, Jul 28, 2025
Slide 1: Announcement of Agreed Recapitalization Transaction
Ardagh Group S.A. Announcement of Agreed Recapitalization Transaction July 28, 2025 1
Slide 2: Disclaimer
Disclaimer • Acknowledgement: You must read the following before continuing. This notice applies to the following presentation (the “Presentation”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the information in the Presentation. In acces
Slide 3: Introduction (1/2)
Introduction (1/2) Ardagh Group S.A. (“AGSA” or the “Company”, and together with its subsidiaries the “Group”) is pleased to announce that it has agreed a comprehensive recapitalization transaction (the “Agreed Recapitalization Transaction”) with the support of its controlling shareholder and its la
Slide 4: Introduction (2/2)
Introduction (2/2) The Company has agreed a Transaction Support Agreement with certain key financial stakeholders and encourages all remaining holders of its SSNs, SUNs and PIK Notes to support the transaction by acceding to this agreement at their earliest convenience • The Company has entered into
Slide 5: Transaction Update
Transaction Update 5
Slide 6: Transaction Summary
Transaction Summary Facility / Stakeholder Key Terms(1) • $1,500m(2) of new capital (i) to refinance existing debt facilities, (ii) to fund payment of the purchase price to existing shareholders for the sale of Yeoman Capital S.A. to the new equity holders, and (iii) for general corporate purposes N
Slide 7: Transaction Impacts
Transaction Impacts The Agreed Recapitalization Transaction will substantially reduce the Group’s debt burden through the equitization of existing SUNs and PIK Notes and strengthen the Group’s balance sheet through the injection of new capital and a >4-year extension of debt maturities to December 2
Slide 8: Post-Transaction Capital Structure
Post-Transaction Capital Structure The Agreed Recapitalization Transaction provides a sustainable financing structure for the Group by significantly deleveraging our balance sheet and extending bond maturities to 2030 Amounts in $ million Pre-Transaction(1) Post-Transaction(1) unless otherwise state
Slide 9: Simplified Transaction Structure
Simplified Transaction Structure Under the Agreed Recapitalization Transaction, the Glass Packaging Group and Metal Packaging Group businesses will remain within Ardagh Group, ownership of which will be transferred to a syndicate of existing investors, principally comprising major financial institut
Slide 10: Term Sheet (1/2)
Term Sheet (1/2) The below summarizes the key financial terms for the major financial stakeholders in the Agreed Recapitalization Transaction • $1,500m(1,2) new money (i) to refinance existing debt facilities, (ii) to fund payment of the purchase price to existing shareholders for the sale of Yeoman
Slide 11: Term Sheet (2/2)
Term Sheet (2/2) The below summarizes the key financial terms for the major financial stakeholders in the Agreed Recapitalization Transaction • To be allocated 92.5% of Group equity (directly or indirectly) Equity • Participating holders who accede to the TSA within 10 business days shall be entitle
Slide 12: Next Steps
Next Steps 12
Slide 13: Next Steps
Next Steps The Company encourages all holders of the SSNs, SUNs and PIK Notes to support the Agreed Recapitalization Transaction via the steps below Stakeholder Documentation Action Contact Deadline TSA • Holders may access the TSA via the Company’s website or by email to Kroll • [email protected] •
Slide 14: Next Steps | Key Terms
Next Steps | Key Terms The Company encourages all holders of the SSNs, SUNs and PIK Notes to support the Agreed Recapitalization Transaction at their earliest convenience. The Agreed Recapitalization Transaction provides for the below terms for Participating Holders (“Participating Holders”) being t
Slide 15: Next Steps | Indicative Timeline & Milestones
Next Steps | Indicative Timeline & Milestones Jul-25 Aug-25 Sep-25 Oct-25 M T W T F S S M T W T F S S M T W T F S S M T W T F S S 30 1 2 3 4 5 6 28 29 30 31 1 2 3 1 2 3 4 5 6 7 29 30 1 2 3 4 5 7 8 9 10 11 12 13 4 5 6 7 8 9 10 8 9 10 11 12 13 14 6 7 8 9 10 11 12 14 15 16 17 18 19 20 11 12 13 14 15 16
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