BALL Corp S-3ASR, filed May 7, 2025
BALL Corp (BALL)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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Indiana
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35-0160610
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Westminster, Colorado 80021
(303) 469-3131
Senior Vice President, Chief Legal Officer and Corporate Secretary
Ball Corporation
9200 W. 108th Circle, P.O. Box 5000
Westminster, Colorado 80021
(303) 469-3131
Shilpi Gupta
Skadden, Arps, Slate, Meagher & Flom LLP
320 Canal Street
Chicago, Illinois 60606
(312) 407-0700
(Approximate date of commencement of proposed sale to the public)
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☐
(do not check if smaller reporting company) |
| | Smaller reporting company ☐ | |
| | Emerging growth company ☐ | | | | | | | | | | |
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Exact Name of Additional Registrants
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Jurisdiction of
Incorporation |
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I.R.S. Employer
Identification Number |
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| Ball Advanced Aluminum Technologies Corp.* | | | Delaware | | | 54-1344175 | |
| Ball Asia Services Limited* | | | Delaware | | | 35-1266192 | |
| Ball Beverage Can Americas Inc.* | | | Delaware | | | 36-4287015 | |
| Ball BP Holding Company* | | | Delaware | | | 62-1821843 | |
| Ball Container LLC* | | | Delaware | | | 27-0671085 | |
| Ball Corporation* | | | Nevada | | | 35-1687923 | |
| Ball Glass Containers, Inc.* | | | Delaware | | | 35-1602255 | |
| Ball Holdings LLC* | | | Delaware | | | 27-0670877 | |
| Ball Inc.* | | | Delaware | | | 06-1122239 | |
| Ball Metal Beverage Container Corp.* | | | Colorado | | | 84-1326644 | |
| Ball Metal Container Corporation* | | | Indiana | | | 35-1779013 | |
| Ball Packaging, LLC* | | | Colorado | | | 84-1326640 | |
| Ball Pan-European Holdings, LLC** | | | Delaware | | | 33-1022314 | |
| Latas de Aluminio Ball, Inc.* | | | Delaware | | | 54-1088943 | |
| Rexam Beverage Can Company* | | | Delaware | | | 36-2241181 | |
| USC May Verpackungen Holding Inc.* | | | Delaware | | | 36-4335392 | |
![[MISSING IMAGE: lg_ball-2728pms.jpg]](/stocks/ball/documents/18ea18a9-4606-4b1f-996d-50d699bdebd3/asset/lg_ball-2728pms.jpg)
Common Stock
Preferred Stock
Warrants
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9200 W. 108th Circle, P.O. Box 5000
Westminster, Colorado 80021
(303) 469-3131
Attention: Chief Legal Officer
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Amount to
be Paid |
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SEC registration fee
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Trustee’s fees and expenses
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Printing and engraving fees and expenses
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Accounting fees and expenses
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Legal fees and expenses
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Rating agency fees
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Miscellaneous
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Total
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Exhibit
Number |
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Description
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1.1
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| | Form of underwriting agreement.* | |
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4.1
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| | Indenture, dated as of November 27, 2015, by and between Ball Corporation and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.7 to Ball Corporation’s Registration Statement on Form S-3, dated November 27, 2015). | |
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4.2
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| | Form of debt securities.* | |
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4.3
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| | Specimen Certificate of Common Stock (incorporated by reference to Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, 1979, filed with the SEC on March 24, 1980). | |
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4.4
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| | Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder.* | |
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4.5
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| | Form of warrant agreement (including form of warrant certificate).* | |
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5.1
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5.2
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22.1
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| | Subsidiary Guarantors of Guaranteed Securities. | |
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23.1
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23.2
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Exhibit
Number |
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Description
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23.3
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24.1
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25.1
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| | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee under the Indenture, dated as of November 27, 2015. | |
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107
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| | Filing Fee Table. | |
Chairman and Chief Executive Officer
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Signature
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Title
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/s/ Daniel W. Fisher
Daniel W. Fisher
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Chairman and Chief Executive Officer (principal
executive officer) |
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/s/ Howard H. Yu
Howard H. Yu
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Executive Vice President and Chief Financial Officer
(principal financial officer) |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President and Controller (principal accounting officer) | |
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/s/ John A. Bryant
John A. Bryant
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| | Director | |
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/s/ Michael J. Cave
Michael J. Cave
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| | Director | |
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Signature
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Title
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/s/ Aaron M. Erter
Aaron M. Erter
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| | Director | |
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/s/ Dune E. Ives
Dune E. Ives
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| | Director | |
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/s/ Cynthia A. Niekamp
Cynthia A. Niekamp
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| | Director | |
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/s/ Todd A. Penegor
Todd A. Penegor
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| | Director | |
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/s/ Cathy D. Ross
Cathy D. Ross
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| | Director | |
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/s/ Betty J. Sapp
Betty J. Sapp
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| | Director | |
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/s/ Stuart A. Taylor II
Stuart A. Taylor II
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| | Director | |
undersigned, thereunto duly authorized, in the city of Westminster, state of Colorado, on May 7, 2025.
TECHNOLOGIES CORP.
President
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Signature
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Title
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/s/ James W. Billings
James W. Billings
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| | Director (principal executive officer) | |
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/s/ Howard H. Yu
Howard H. Yu
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| | Executive Vice President (principal financial officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Director and Secretary | |
Chairman and Director
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Signature
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Title
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/s/ Ronald J. Lewis
Ronald J. Lewis
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| | Chairman and Director (principal executive officer) | |
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Director and Secretary | |
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/s/ Howard H. Yu
Howard H. Yu
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| | Executive Vice President and Director (principal financial officer) | |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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| | Director & Treasurer | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
President and Director
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Director and President (principal executive officer) | |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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| | Director and Treasurer (principal financial and accounting officer) | |
President and Director
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Director and President (principal executive officer) | |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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| | Director and Treasurer (principal financial and accounting officer) | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President and Secretary (principal executive officer) | |
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/s/ Howard H. Yu
Howard H. Yu
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Treasurer (principal financial and accounting officer)
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| | Ball Holdings LLC | | | ||
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By:
/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
President and Secretary |
| | Sole member of Ball Container LLC | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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President, Secretary and Director (principal
executive officer) |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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| | Treasurer (principal financial officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President, Secretary and Director (principal executive officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal financial and accounting officer) | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President and Secretary (principal executive officer) | | |||
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/s/ Deron J. Goodwin
Deron J. Goodwin
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Treasurer (principal financial and accounting officer)
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| | Ball Packaging, LLC | | | | | |||
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By:
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
Vice President and Secretary |
| | Sole member of Ball Holdings LLC | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President and Secretary and Director (principal executive officer) | |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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Treasurer (principal financial and accounting officer)
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Chairman and Director
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Signature
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Title
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/s/ Ronald J. Lewis
Ronald J. Lewis
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| | Chairman and Director (principal executive officer) | |
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/s/ Howard H. Yu
Howard Yu
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| | Vice President and Director (principal financial officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
President and Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President and Secretary (principal executive officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal financial and accounting officer) | |
Chairman and Manager
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Signature
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Title
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/s/ Ronald J. Lewis
Ronald J. Lewis
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| | Chairman and Manager (principal executive officer) | |
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/s/ Howard H. Yu
Howard H. Yu
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| | Vice President and Manager (principal financial officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
President and Secretary
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Signature
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Title
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|
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | President and Secretary (principal executive officer) | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal financial and accounting officer) | |
| | Ball Metal Beverage Container Corp. | | | ||
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By:
/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
Senior Vice President and Secretary |
| | Sole member of Ball Pan-European Holdings, LLC | |
Chairman, Senior Vice President & Secretary
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Signature
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Title
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Chairman, Senior Vice President and Director (principal executive officer) | |
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/s/ Howard H. Yu
Howard H. Yu
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| | Vice President and Director (principal financial officer) | |
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/s/ Deron J. Goodwin
Deron J. Goodwin
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| | Treasurer and Director | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
Director
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Signature
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Title
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/s/ Daniel W. Fisher
Daniel W. Fisher
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| | Director (principal executive officer) | |
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
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| | Senior Vice President, Director and Secretary | |
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/s/ Nate C. Carey
Nate C. Carey
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| | Vice President (principal accounting officer) | |
Chairman, President and Secretary
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Signature
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Title
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|
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/s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
|
| | Chairman, President and Secretary (principal executive officer) | |
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/s/ Howard H. Yu
Howard H. Yu
|
| | Executive Vice President and Director (principal financial officer) | |
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/s/ Nate C. Carey
Nate C. Carey
|
| | Vice President (principal accounting officer) | |
Exhibit 5.1
[LETTERHEAD OF BALL CORPORATION]
May 7, 2025
Ball Corporation
9200 W. 108th Circle
P.O. Box 5000
Westminster, Colorado 80021
| Re: | Ball Corporation Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am Vice President, Associate General Counsel of Ball Corporation, an Indiana corporation (the “Company”), and have acted as counsel to the Company in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company and the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, without par value, of the Company (“Common Stock”); (ii) shares of preferred stock, without par value, of the Company (“Preferred Stock”), which may be issued in one or more series; (iii) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under the Indenture, dated as of November 27, 2015 (the “Indenture”), by and between the Company and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), which is filed as an exhibit to the Registration Statement; (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (the “Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein and (v) such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities or Warrants, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the issuance and sale from time to time by the Guarantors of guarantees of the Debt Securities (“Guarantees”) and the sale from time to time of shares of Common Stock by certain shareholders of the Company to be named in a prospectus supplement pursuant to Rule 415 of the Rules and Regulations (such shares of Common Stock, “Secondary Shares”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Indeterminate Securities, Guarantees and Secondary Shares offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”
Ball Corporation
May 7, 2025
Page 2
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, I have examined and relied upon the following:
| (a) | the Registration Statement; |
| (b) | an executed copy of the Indenture; |
| (c) | a copy of the amended articles of incorporation of the Company, as amended (the “Articles”), and of each of the other Opinion Party’s (as defined below) certificate of incorporation or certificate of formation, as applicable, as certified by the applicable secretary of state; |
| (d) | a copy of the bylaws of the Company, as amended and in effect as of the date hereof (the “Bylaws”), and of each of the other Opinion Party’s bylaws, as amended and in effect as of the date hereof, or limited liability company agreement or operating agreement, as applicable; |
| (e) | a copy of certain resolutions adopted by the board of directors of the Company, adopted on April 30, 2025, relating to the Registration Statement and the registration of the Securities and related matters; and |
| (f) | a specimen certificate evidencing the Common Stock. |
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions stated below.
In my examination, I have assumed the genuineness of all signatures including electronic signatures and endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials.
My opinions set forth below are limited to the corporate laws of the States of Delaware, Indiana and Colorado and those laws of the State of New York that, in my experience, are normally applicable to transactions of the type contemplated by the Indenture and the Registration Statement (all of the foregoing being referred to as “Opined on Law”). I am a member of the Bar in the States of Indiana and Colorado, and I have relied as to matters of the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the laws of the State of New York on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated the date hereof, and to be filed as Exhibit 5.2 to the Registration Statement. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion letter is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
Ball Corporation
May 7, 2025
Page 3
As used herein, (i) “Opinion Parties” means the Company and each of the Guarantors listed on Schedule II hereto (each, an “Opinion Party”) and “Non-Opinion Party” means each of the Guarantors listed on Schedule III hereto (each, a Non-Opinion Party”) and (ii) “Transaction Documents” means the Indenture and the supplemental indentures thereto, the Guarantees, Warrant Agreements and any applicable underwriting or purchase agreement.
The opinions stated in paragraphs 1 through 5 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments) has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company, the Guarantors and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company and similar governing body of the Guarantors, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters, and appropriate officers of the Company and the Guarantors have taken all related action as directed by or under the direction of the Board of Directors of the Company or similar governing body of the Guarantors, as the case may be; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the Articles and organization documents of the Guarantors so as not to violate any applicable law, the Articles or Bylaws or organizational documents of the Guarantors, or result in a default under or breach of any agreement or instrument binding upon the Company or any Guarantor or their respective properties, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any Guarantor or their respective properties.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that:
(1) With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (c) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
Ball Corporation
May 7, 2025
Page 4
(2) With respect to any Guarantee of any series of Offered Debt Securities, including any Guarantee of any Indeterminate Securities constituting Offered Debt Securities of such series (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Documents, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and (d) such Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations, of such Guarantor, enforceable against such Guarantor in accordance with their respective terms under the laws of the State of New York.
(3) With respect to any shares of Common Stock offered by the Company, including any Indeterminate Securities constituting Common Stock (the “Offered Common Shares”), when (a) the general conditions shall have been satisfied and (b) certificates in the form required under the Indiana Business Corporation Law, as amended (the “IBCL”), representing the Offered Common Shares are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, the Offered Common Shares (including any shares of Common Stock duly issued upon conversion, exchange or exercise of any Securities), when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof, if any. In rendering the opinion set forth in this Paragraph 3, I have assumed that, at the time of issuance of any Offered Common Shares, (i) the Articles, the Bylaws and the IBCL shall not have been amended after the date hereof so as to affect the validity of such issuance and (ii) there shall be sufficient shares of Common Stock authorized under the Articles (as then in effect) and not otherwise reserved for issuance.
(4) With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities constituting shares of Preferred Stock of such series (the “Offered Preferred Shares”), when (a) the general conditions shall have been satisfied, (b) the Board of Directors of the Company, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to adopt articles of amendment to the Articles for such Offered Preferred Shares (the “Designation Amendment”) in accordance with the applicable provisions of the IBCL; (c) the filing of the Designation Amendment with the Secretary of State of the State of Indiana has duly occurred; (d) the terms of the Offered Preferred Shares and of their issuance and sale have been duly established in conformity with the Articles (as then in effect), including the Designation Amendment relating to the Offered Preferred Shares, and the Bylaws (as then in effect); and (e) certificates in the form required under the IBCL representing the Offered Preferred Shares are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, the Offered Preferred Shares (including any shares of Preferred Stock duly issued upon conversion, exchange or exercise of any Securities), when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof, if any. In rendering the opinion set forth in this Paragraph 4, I have assumed that, at the time of issuance of any Offered Preferred Shares, (i) the Articles, the Bylaws and the IBCL shall not have been amended after the date hereof so as to affect the validity of such issuance and (ii) there shall be sufficient shares of Preferred Stock authorized under the Articles (as then in effect) and not otherwise reserved for issuance.
Ball Corporation
May 7, 2025
Page 5
(5) With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
The opinions stated herein are subject to the following assumptions and qualifications:
(a) I do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) I do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinions contained herein, I have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) I do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
Ball Corporation
May 7, 2025
Page 6
(e) I do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts;
(f) I call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, I call to your attention that I do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(g) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document that is not a Transaction Document;
(h) I have assumed that the choice of New York law to govern any Transaction Documents and that such choice is and will be a valid and legal provision;
(i) I have assumed that subsequent to the effectiveness of the Indenture and immediately prior to the issuance of any series Offered Debt Securities, the Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to such series of Offered Debt Securities other than by the applicable Transaction Documents relating to such series of Offered Debt Securities;
(j) I do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions provide that the obligations of the Guarantors are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;
(k) I do not express any opinion with respect to the enforceability of any provision contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions limit the obligation of the Guarantors under the Indenture or any right of contribution of any party with respect to the Offered Guarantees; and
(l) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
Ball Corporation
May 7, 2025
Page 7
In addition, in rendering the foregoing opinions I have also assumed that:
(a) each Non-Opinion Party (i) is duly incorporated or formed, as applicable, and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization or formation, as applicable, and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization or formation, as applicable, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which such Non-Opinion Party is a party;
(b) each Non-Opinion Party has the corporate or limited liability company, as applicable, power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which such Non-Opinion Party is a party;
(c) neither the execution and delivery by the Company and each Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the certificate of incorporation, certificate of formation, bylaws or limited liability company agreement, as applicable, or any other comparable organizational document of the Company or any Guarantor, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or any Guarantor or its property is subject, (iii) contravened or will contravene any order or decree of any governmental authority to which the Company or any Guarantor or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or any Guarantor or its property is subject (except that I do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
(d) neither the execution and delivery by the Company or any Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
I hereby consent to the use of my name under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. I also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | |
| /s/ Todd A. Mikesell | |
| Todd A. Mikesell | |
| Vice President, Associate General Counsel |
Schedule I
Ball Advanced Aluminum Technologies Corp.
Ball Asia Services Limited
Ball Beverage Can Americas Inc.
Ball BP Holding Company
Ball Container LLC
Ball Corporation
Ball Glass Containers, Inc.
Ball Holdings LLC
Ball Inc.
Ball Metal Beverage Container Corp.
Ball Metal Container Corporation
Ball Packaging, LLC
Ball Pan-European Holdings, LLC
Latas de Aluminio Ball, Inc.
Rexam Beverage Can Company
USC May Verpackungen Holding Inc.
Schedule II
Ball Packaging, LLC, a Colorado limited liability company
Ball Metal Container Corporation, an Indiana corporation
Ball Metal Beverage Container Corp., a Colorado corporation
Schedule III
Ball Advanced Aluminum Technologies Corp., a Delaware corporation
Ball Asia Services Limited, a Delaware corporation
Ball Beverage Can Americas Inc., a Delaware corporation
Ball BP Holding Company, a Delaware corporation
Ball Container LLC, a Delaware limited liability company
Ball Corporation, a Nevada corporation
Ball Glass Containers, Inc., a Delaware corporation
Ball Holdings LLC, a Delaware limited liability company
Ball Inc., a Delaware corporation
Ball Pan-European Holdings, LLC, a Delaware limited liability company
Latas de Aluminio Ball, Inc., a Delaware corporation
Rexam Beverage Can Company, a Delaware corporation
USC May Verpackungen Holding Inc., a Delaware corporation
Exhibit 5.2
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
May 7, 2025
Ball Corporation
9200 W. 108th Circle
P.O. Box 5000
Westminster, Colorado 80021
| Re: | Ball Corporation |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special United States counsel to Ball Corporation, an Indiana corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company and the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, without par value, of the Company (“Common Stock”); (ii) shares of preferred stock, without par value, of the Company (“Preferred Stock”), which may be issued in one or more series; (iii) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under the Indenture, dated as of November 27, 2015 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee, which is filed as an exhibit to the Registration Statement; (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein; and (v) such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities or Warrants, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the issuance and sale from time to time by the Guarantors of guarantees of the Debt Securities (“Guarantees”) and the sale from time to time of shares of Common Stock by certain shareholders of the Company to be named in a prospectus supplement pursuant to Rule 415 of the Rules and Regulations (such shares of Common Stock, “Secondary Shares”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Indeterminate Securities, Guarantees and Secondary Shares offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the following:
Ball Corporation
May 7, 2025
Page 2
(a) the Registration Statement;
(b) an executed copy of the Indenture;
(c) an executed copy of a certificate of the Secretary or Assistant Secretary of each Opinion Party (as defined below), as applicable, dated the date hereof (the “Secretary’s Certificate”);
(d) a copy of each Opinion Party’s certificate of incorporation or certificate of formation, as applicable, certified by the Secretary of State of the State of Delaware as of May 7, 2025, and certified pursuant to the Secretary’s Certificate; and
(e) a copy of each Opinion Party’s bylaws, as amended and in effect as of the date hereof, or limited liability company agreement, as applicable, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the General Corporation Law of the State of Delaware (the “DGCL”) and (iii) the Delaware Limited Liability Company Act (the “DLLCA”) (all of the foregoing being referred to as “Opined on Law”). Todd A. Mikesell, Vice President, Associate General Counsel of the Company, may rely on this opinion letter in rendering his opinion dated the date hereof and filed as Exhibit 5.1 to the Registration Statement. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion letter is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
As used herein, (i) “Opinion Parties” means each of the Guarantors listed on Schedule II hereto (each, an “Opinion Party”) and “Non-Opinion Party” means the Company and each of the Guarantors listed on Schedule III hereto (each, a “Non-Opinion Party”) and (ii) “Transaction Documents” means the Indenture and the supplemental indentures thereto, the Guarantees, the Warrant Agreements and any applicable underwriting agreement.
Ball Corporation
May 7, 2025
Page 3
The opinions stated in paragraphs 1 through 3 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments) has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company and similar governing body of the Guarantors, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters, and appropriate officers of the Company and the Guarantors have taken all related action as directed by or under the direction of the Board of Directors of the Company or similar governing body of the Guarantors, as the case may be; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the certificate of incorporation, certificate of formation, as applicable, or any other comparable organizational document of the Company or any Guarantor, so as not to violate any applicable law, the certificate of incorporation, certificate of formation, bylaws or limited liability company agreement, as applicable, or any other comparable organizational document of the Company or any Guarantor, or result in a default under or breach of any agreement or instrument binding upon the Company or any Guarantor or their respective properties, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any Guarantor or their respective properties.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (c) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
2. With respect to any Guarantee of any series of Offered Debt Securities, including any Guarantee of any Indeterminate Securities constituting Offered Debt Securities of such series (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Documents, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and (d) such Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations, of such Guarantor, enforceable against such Guarantor in accordance with their respective terms under the laws of the State of New York.
Ball Corporation
May 7, 2025
Page 4
3. With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
The opinions stated herein are subject to the following assumptions and qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
Ball Corporation
May 7, 2025
Page 5
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts;
(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(g) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any Specified Document that is not a Transaction Document;
(h) subsequent to the effectiveness of the Indenture and immediately prior to the issuance of any series Offered Debt Securities, the Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to such series of Offered Debt Securities other than by the applicable Transaction Documents relating to such series of Offered Debt Securities;
(i) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type;
(j) we have assumed that the choice of New York law to govern any Transaction Documents and that such choice is and will be a valid and legal provision;
(k) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions provide that the obligations of the Guarantors are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;
(l) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions limit the obligation of the Guarantors under the Indenture or any right of contribution of any party with respect to the Offered Guarantees; and
(m) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
Ball Corporation
May 7, 2025
Page 6
In addition, in rendering the foregoing opinions we have also assumed that:
(a) the Company and each Non-Opinion Party (i) is duly incorporated or formed, as applicable, and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization or formation, as applicable, and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization or formation, as applicable, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which the Company or such Non-Opinion Party is a party;
(b) the Company and each Non-Opinion Party has the corporate or limited liability company, as applicable, power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which the Company or such Non-Opinion Party is a party;
(c) neither the execution and delivery by the Company and each Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the certificate of incorporation, certificate of formation, bylaws or limited liability company agreement, as applicable, or any other comparable organizational document of the Company or any Guarantor, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or any Guarantor or its property is subject, (iii) contravened or will contravene any order or decree of any governmental authority to which the Company or any Guarantor or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or any Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined on Law); and
(d) neither the execution and delivery by the Company or any Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Ball Corporation
May 7, 2025
Page 7
| Very truly yours, | |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP | |
MJH
Schedule I
Ball Advanced Aluminum Technologies Corp.
Ball Asia Services Limited
Ball Beverage Can Americas Inc.
Ball BP Holding Company
Ball Container LLC
Ball Corporation
Ball Glass Containers, Inc.
Ball Holdings LLC
Ball Inc.
Ball Metal Beverage Container Corp.
Ball Metal Container Corporation
Ball Packaging, LLC
Ball Pan-European Holdings, LLC
Latas de Aluminio Ball, Inc.
Rexam Beverage Can Company
USC May Verpackungen Holding Inc.
Schedule II
Ball Advanced Aluminum Technologies Corp., a Delaware corporation
Ball Asia Services Limited, a Delaware corporation
Ball Beverage Can Americas Inc., a Delaware corporation
Ball BP Holding Company, a Delaware corporation
Ball Container LLC, a Delaware limited liability company
Ball Glass Containers, Inc., a Delaware corporation
Ball Holdings LLC, a Delaware limited liability company
Ball Inc., a Delaware corporation
Ball Pan-European Holdings, LLC, a Delaware limited liability company
Latas de Aluminio Ball, Inc., a Delaware corporation
Rexam Beverage Can Company, a Delaware corporation
USC May Verpackungen Holding Inc., a Delaware corporation
Schedule III
Ball Corporation, a Nevada corporation
Ball Metal Beverage Container Corp., a Colorado corporation
Ball Metal Container Corporation, an Indiana corporation
Ball Packaging, LLC, a Colorado limited liability company
Exhibit 22.1
SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES
May 7, 2025
The following subsidiaries of Ball Corporation, an Indiana Corporation (“Ball”), are guarantors of Ball’s registered debt securities.
| Name | State or Country of Incorporation or Organization | Percentage Ownership Direct & Indirect | ||||
| Ball Advanced Aluminum Technologies Corp. (f/k/a Neuman USA Ltd.) | Delaware | 100 | % | |||
| Ball Asia Services Limited | Delaware | 100 | % | |||
| Ball Beverage Can Americas Inc. (f/k/a Rexam Beverage Can Americas Inc.) | Delaware | 100 | % | |||
| Ball BP Holding Company (f/k/a Rexam BP Holding Company) | Delaware | 100 | % | |||
| Ball Container LLC | Delaware | 100 | % | |||
| Ball Corporation (Nevada) | Nevada | 100 | % | |||
| Ball Glass Containers, Inc. | Delaware | 100 | % | |||
| Ball Holdings LLC | Delaware | 100 | % | |||
| Ball Inc. (f/k/a Rexam Inc.) | Delaware | 100 | % | |||
| Ball Metal Beverage Container Corp. | Colorado | 100 | % | |||
| Ball Metal Container Corporation | Indiana | 100 | % | |||
| Ball Packaging, LLC (f/k/a Ball Packaging Corp., f/k/a Ball Packaging Holdings Corp.) | Colorado | 100 | % | |||
| Ball Pan-European Holdings, LLC (f/k/a Ball Pan-European Holdings, Inc.) | Delaware | 100 | % | |||
| Latas De Aluminio Ball, Inc. | Delaware | 100 | % | |||
| Rexam Beverage Can Company | Delaware | 100 | % | |||
| USC May Verpackungen Holding Inc. | Delaware | 100 | % | |||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Ball Corporation of our report dated February 20, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
May 7, 2025
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| New York | 13-4941247 |
| (Jurisdiction of Incorporation or | (I.R.S. Employer |
| organization if not a U.S. national bank) | Identification no.) |
| One Columbus Circle | |
| New York, New York | 10019 |
| (Address of principal | (Zip Code) |
| executive offices) |
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250 – 2500
(Name, address and telephone number of agent for service)
BALL CORPORATION
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
| Indiana | 35-0160610 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
9200 W. 108th Circle, P.O. Box
5000
Westminster, Colorado 80021
(303) 469-3131
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Debt
Securities
(Title of the Indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
| Exact Name of Additional Registrants |
Jurisdiction of Incorporation | I.R.S. Employer Identification Number | ||
| Ball Advanced Aluminum Technologies Corp.* | Delaware | 54-1344175 | ||
| Ball Asia Services Limited* | Delaware | 35-1266192 | ||
| Ball Beverage Can Americas Inc.* | Delaware | 36-4287015 | ||
| Ball BP Holding Company* | Delaware | 62-1821843 | ||
| Ball Container LLC* | Delaware | 27-0671085 | ||
| Ball Corporation* | Nevada | 35-1687923 | ||
| Ball Glass Containers, Inc.* | Delaware | 35-1602255 | ||
| Ball Holdings LLC* | Delaware | 27-0670877 | ||
| Ball Inc.* | Delaware | 06-1122239 | ||
| Ball Metal Beverage Container Corp.* | Colorado | 84-1326644 | ||
| Ball Metal Container Corporation* | Indiana | 35-1779013 | ||
| Ball Packaging, LLC* | Colorado | 84-1326640 | ||
| Ball Pan-European Holdings, LLC** | Delaware | 33-1022314 | ||
| Latas de Aluminio Ball, Inc.* | Delaware | 54-1088943 | ||
| Rexam Beverage Can Company* | Delaware | 36-2241181 | ||
| USC May Verpackungen Holding Inc.* | Delaware | 36-4335392 |
*Address and telephone number of principal executive offices are the same as those of Ball Corporation, an Indiana corporation.
**Address and telephone number of principal executive offices is 2400 Huntington Drive, Fairfield, CA, 94533; (909) 517-2700
| Item 1. | General Information. |
Furnish the following information as to the trustee.
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |
| Federal Reserve Bank (2nd District) | New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| New York State Banking Department | Albany, NY |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the Trustee, describe each such affiliation.
Not Applicable.
| Item 3. -15. | Not Applicable |
| Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 4 - | A copy of existing By-Laws of Deutsche Bank Trust Company Americas, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-271647. | |
| Exhibit 5 - | Not applicable. | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8 - | Not Applicable. | |
| Exhibit 9 - | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 22nd day of April, 2025.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| By: | /s/ Carol Ng | |
| Name: Carol Ng | ||
| Title: Vice President | ||
| , 06/2012 Board of Governors of the Federal Reserve System OMB Number 7100-0036 Federal Deposit Insurance Corporation OMB Number 3064-0052 Office of the Comptroller of the Currency OMB Number 1557-0081 Approval expires June 30, 2027 Page 1 of 86 Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 Report at the close of business December 31, 2024 20241231 (RCON 9999) This report is required by law: 12 U.S.C. § 324 (State member This report form is to be filed by banks with domestic offices only banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 and total consolidated assets of less than $100 billion, except (National banks); and 12 U.S.C. §1464 (Savings associations). those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes Unless the context indicates otherwise, the term "bank" in this that are required to file the FFIEC 031. report form refers to both banks and savings associations. NOTE: Each bank’s board of directors and senior management are schedules) for this report date have been prepared in confor-responsible for establishing and maintaining an effective system of mance with the instructions issued by the appropriate Federal internal control, including controls over the Reports of Condition and regulatory authority and are true and correct to the best of my Income. The Reports of Condition and Income are to be prepared in knowledge and belief. accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial We, the undersigned directors (trustees), attest to the correctness Officer (CFO) of the reporting bank (or by the individual performing an of the Reports of Condition and Income (including the supporting equivalent function) and attested to by not less than two directors schedules) for this report date and declare that the Reports of (trustees) for state nonmember banks and three directors for state Condition and Income have been examined by us and to the best member banks, national banks, and savings associations. of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory I, the undersigned CFO (or equivalent) of the named bank, attest authority and are true and correct. that the Reports of Condition and Income (including the supporting Director (Trustee) Signature of Chief Financial Officer (or Equivalent) Director (Trustee) 1/30/2025 Date of Signature Director (Trustee) Submission of Reports Each bank must file its Reports of Condition and Income (Call To fulfill the signature and attestation requirement for the Reports Report) data by either: of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer gener- (a) Using computer software to prepare its Call Report and then ated version of this page) to the hard-copy record of the data file submitting the report data directly to the FFIEC’s Central Data submitted to the CDR that your bank must place in its files. Repository (CDR), an Internet-based system for data collec-tion (https://cdr.ffiec.gov/cdr/), or The appearance of your bank’s hard-copy record of the submitted (b) Completing its Call Report in paper form and arranging with a data file need not match exactly the appearance of the FFIEC’s software vendor or another party to convert the data into the sample report forms, but should show at least the caption of each electronic format that can be processed by the CDR. The Call Report item and the reported amount. software vendor or other party then must electronically submit the bank’s data file to the CDR. DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank (RSSD 9017) For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by New York fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov. City (RSSD 9130) FDIC Certificate Number 623 NY 10019 (RSSD 9050) State Abbreviation (RSSD 9200) Zip Code (RSSD 9220) Legal Entity Identifier (LEI) 8EWQ2UQKS07AKK8ANH81 (Report only if your institution already has an LEI.) (RCON 9224) The estimated average burden associated with this information collection is 55.56 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429. 12/2024 |
| , 06/2012 FFIEC 041 Page 16 of 86 Consolidated Report of Condition for Insured Banks RC-1 and Savings Associations for December 31, 2024 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet Dollar Amounts in Thousands RCON Amount Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1)…………………………….…….…........................ 0081 43,000 1.a. b. Interest-bearing balances (2)……………………………………………………….................................... 0071 15,590,000 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) (3)……………………………............................... JJ34 0 2.a. b. Available-for-sale debt securities (from Schedule RC-B, column D)…………………….……................................... 1773 384,000 2.b. c. Equity securities with readily determinable fair values not held for trading (4)…………………………. JA22 0 2.c. 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold………………………………………………………......................................................... B987 0 3.a. b. Securities purchased under agreements to resell (5, 6)………………………….......................................... B989 5,920,000 3.b. 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale………………………………………………………..……................................... 5369 0 4.a. b. Loans and leases held for investment……………….................................... B528 15,154,000 4.b. c. LESS: Allowance for credit losses on loans and leases …................ 3123 20,000 4.c. d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) ………............................... B529 15,134,000 4.d. 5. Trading assets (from Schedule RC-D)…………………………………………………….…….................................. 3545 0 5. 6. Premises and fixed assets (including right-of-use assets) …………………………………….................................. 2145 0 6. 7. Other real estate owned (from Schedule RC-M)………………………………………………............................... 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies……………………............................... 2130 0 8. 9. Direct and indirect investments in real estate ventures...................................……...................................... 3656 0 9. 10. Intangible assets (from Schedule RC-M)………………………………………………………………………………………………………… 2143 2,000 10. 11. Other assets (from Schedule RC-F) (6)…………………………………………………………….................................. 2160 2,707,000 11. 12. Total assets (sum of items 1 through 11)………………………………………………………....................................... 2170 39,780,000 12. Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)………………………………................... 2200 27,421,000 13.a. (1) Noninterest-bearing (7)………………………………………………..………….. 6631 9,910,000 13.a.(1) (2) Interest-bearing……………………………………………………..…………….. 6636 17,511,000 13.a.(2) b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased (8)………………………………………..…………......................................... B993 0 14.a. b. Securities sold under agreements to repurchase (9)………………………………………………..................................... B995 0 14.b. 15. Trading liabilities (from Schedule RC-D)…………………………………………………..………….............................................. 3548 0 15. 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)................................. 3190 0 16. 17. and 18. Not applicable 19. Subordinated notes and debentures (10)……………………………………………………………………..……………….................. 3200 0 19. __________ 1. Includes cash items in process of collection and unposted debits. 2. Includes time certificates of deposit not held for trading. 3. Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. 4. Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. 5. Includes all securities resale agreements, regardless of maturity. 6. Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. 7. Includes noninterest-bearing demand, time, and savings deposits. 8. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." 9. Includes all securities repurchase agreements, regardless of maturity. 10. Includes limited-life preferred stock and related surplus. 12/2024 |
| , 06/2012 FFIEC 041 Page 17 of 86 Schedule RC—Continued RC-2 Dollar Amounts in Thousands RCON Amount Liabilities—continued 20. Other liabilities (from Schedule RC-G)…………………………………………………………………….………………..................... 2930 2,688,000 20. 21. Total liabilities (sum of items 13 through 20)……………………………………………………………………………….................. 2948 30,109,000 21. 22. Not applicable Equity Capital Bank Equity Capital 23. Perpetual preferred stock and related surplus…………………………………………………………………………….............. 3838 0 23. 24. Common stock……………………………………………………………………………………………….……………….............. 3230 2,127,000 24. 25. Surplus (exclude all surplus related to preferred stock)………………………………………………..………………............... 3839 934,000 25. 26. a. Retained earnings………………………………………………………………………………………..………………............... 3632 6,641,000 26.a. b. Accumulated other comprehensive income (1)………………………………………………………….………………...................... B530 (31,000) 26.b. c. Other equity capital components (2)………………………………………………………………………………………................. A130 0 26.c. 27. a. Total bank equity capital (sum of items 23 through 26.c)…………………………………………………..…………....................... 3210 9,671,000 27.a. b. Noncontrolling (minority) interests in consolidated subsidiaries…………………………………….……............................ 3000 0 27.b. 28. Total equity capital (sum of items 27.a and 27.b)………………………………………………………..…………....................... G105 9,671,000 28. 29. Total liabilities and equity capital (sum of items 21 and 28)……………………………………………..……….......................... 3300 39,780,000 29. Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of RCON Number any date during 2023 ……………………………………………………………………………………......................... 6724 NA M.1. 1a = An integrated audit of the reporting institution’s financial 2b = An audit of the reporting institution's parent holding company's statements and its internal control over financial reporting consolidated financial statements only conducted in conducted in accordance with the standards of the American accordance with the auditing standards of the AICPA or the Institute of Certified Public Accountants (AICPA) or Public PCAOB by an independent public accountant that submits a Company Accounting Oversight Board (PCAOB) by an indepen- report on the consolidated holding company (but not on the dent public accountant that submits a report on the institution institution separately) 1b =An audit of the reporting institution's financial statements only 3 = This number is not to be used conducted in accordance with the auditing standards of the 4 = Directors’ examination of the bank conducted in accordance AICPA or the PCAOB by an independent public accountant that with generally accepted auditing standards by a certified public submits a report on the institution accounting firm (may be required by state-chartering authority) 2a =An integrated audit of the reporting institution's parent holding 5 = Directors’ examination of the bank performed by other external company's consolidated financial statements and its internal auditors (may be required by state-chartering authority) control over financial reporting conducted in accordance with the 6 = Review of the bank’s financial statements by external auditors standards of the AICPA or the PCAOB by an independent public 7 = Compilation of the bank’s financial statements by external accountant that submits a report on the consolidated holding auditors company (but not on the institution separately) 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON Date 2. Bank's fiscal year-end date (report the date in MMDD format)............................................................................................................................................................... 8678 NA M.2. __________ 1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. 2. Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
