Ardagh to repay $1.4bn bond as Verallia deal deadline extended

Packaging group Ardagh has to repay the $1.4 billion raised to pay for its proposed purchase of US rival Verallia having missed a deadline for approval of the deal.

However, the group confirmed yesterday that it has secured new finance for the transaction, which is now likely to go ahead in April.

Yesterday was the deadline for Ardagh to complete the buyout of US glass manufacturer Verallia North America (VNA) from its owner, Saint Gobain. But the group is still in settlement talks with the US mergers watchdog, the Federal Trade Commission (FTC), which last year objected to the deal on competition grounds.

Ardagh said that, in order to enable those talks to conclude and the purchase of Verallia to go ahead, it and St Gobain have agreed to extend the closing date to April 30th, 2014 from January 13th.

The group added that the bonds it issued last year to finance the acquisition, which are now held in escrow, will be repaid in full on January 17th.

“To enable it to complete the acquisition of VNA, Ardagh has arranged committed replacement bridge financing which it expects to refinance in the capital markets in due course,” it added.

Ardagh raised around $1.4 billion – consisting of $1.02 billion and €250 million – through a bond issue to pay for Verallia, shortly after it announced 12 months ago that it had agreed to buy the group for €1.275 billion.

The deal was one of the biggest announced by the Luxembourg-based group chaired by Irishman Paul Coulson, but was subject to regulatory approval in the US.

In July, the FTC warned that were the takeover to go ahead, it could result in US consumers paying higher prices for beers and spirits, as it would result in a merger of two of the country’s three big liquor-bottle manufacturers.

The commission filed a legal complaint seeking to block the deal. But, at a pre-trial conference in December it emerged that both sides were negotiating the terms of a possible settlement.

They entered talks after Ardagh offered to sell the six manufacturing plants, headquarters and infrastructure in Tampa Bay, Florida, that were part of Anchor Glass, a business it bought in 2012 for €720 million.

Those talks are still going on and Ardagh said yesterday that they were progressing “satisfactorily”.

A hearing relating to the commission’s complaint has been adjourned until April to allow the negotiations to continue.

In court documents made public in December, both Ardagh and the FTC said that the regulator’s lawyers believed the proposed sale of Anchor could “if the appropriate conditions are met, lead to a recommendation that the commission accept a consent settlement agreement”. In December, observers claimed the signs indicated that the sides were likely to settle.

Ardagh had previously offered to sell four plants, but the commission rejected that proposal.

Indiana-headquartered Verallia employs 4,400 people, and is the second largest glass container manufacturer in the US, supplying the North American wine, food and drinks industries.

It produces around nine billion containers each year from 13 factories located throughout the US. VNA’s annual revenues total about €1.2 billion.

Ardagh manufactures bottles, jars, cans and other packaging for the food, drink, healthcare and cosmetics industries.