Ball 8-K 2015
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2015
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (303) 469-3131
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On October 26, 2015, Ball Corporation (the Company) entered into an exchange agreement (the Exchange Agreement) by and among the Company, Ball International Holdings, B.V., a private company with limited liability under the laws of the Netherlands and a wholly owned subsidiary of the Company (Ball International), and Participações Industriais do Nordeste S.A., a Brazilian corporation (PIN), pursuant to which the Company agreed, subject to the satisfaction of certain customary closing conditions, to issue, from the Companys treasury shares, 5,729,662 shares of common stock of the Company, no par value (the Common Stock), to Ball International, and Ball International agreed to exchange such shares of Common Stock for 30,553,128 common shares of Latapack S.A., a Brazilian company (Latapack), which constitute approximately 76.3% of the total issued and outstanding common shares of Latapack. Latapack owns 50% of the Companys Latapack-Ball joint venture in Brazil. The Company has also reached agreement with a private individual to exchange the remaining 3.6% of Latapack not already owned by the Company for approximately 270,000 treasury shares of the Company.
The Company will issue the Common Stock pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.