Ardagh Metal Packaging S.A. — Form 20-F Summary
Business context and reporting period
This filing is a shell company report, not an annual report, filed in connection with the consummation of the Business Combination on August 4, 2021. Ardagh Metal Packaging S.A. (“AMPSA”) owns and operates the AMP Business, which develops, manufactures, markets and sells metal beverage cans and ends and related services. The filing incorporates substantial business, risk and financial information by reference to AMPSA’s Form F-4.
AMPSA is a Luxembourg foreign private issuer. Its shares trade on the NYSE under “AMBP” and its warrants under “AMBP.WS.” The financial statements use IFRS as issued by the IASB.
Financial position, capital structure and liquidity
| Metric | Historical AMP Business | Pro forma combined |
|---|---|---|
| Cash and cash equivalents | $257 million | $603 million |
| Senior secured notes | — | $1,136 million |
| Senior unsecured notes | — | $1,639 million |
| Total borrowings | $2,835 million | $2,920 million |
| Total secured debt | $2,826 million | $1,272 million |
| Total shareholder equity | $48 million | $29 million |
| Total capitalization | $2,883 million | $2,949 million |
The capitalization table is presented as of December 31, 2020. Pro forma figures reflect the Business Combination and PIPE Investment and should not be treated as post-closing reported results. The filing does not provide a clear consolidated revenue, net income, operating cash flow, free cash flow or margin value in the supplied text; related information is incorporated by reference.
AMPSA incurred approximately $2.8 billion of debt through the Notes Offering, consisting of €450 million of 2.000% senior secured notes due 2028, $600 million of 3.250% senior secured notes due 2028, €500 million of 3.000% senior notes due 2029 and $1,050 million of 4.000% senior notes due 2029.
On August 6, 2021, AMPSA and subsidiaries entered into a $300 million Global Asset Based Loan Facility, expandable to $325 million upon delivery of specified corporate authorizations.
Material changes versus the prior comparable period
- The AMP Business was transferred into AMPSA through a pre-closing restructuring.
- The Business Combination with Gores Holdings V was completed on August 4, 2021; Gores became a wholly owned AMPSA subsidiary and was renamed Ardagh MP USA Inc.
- AMPSA completed the debt financing and issued approximately $2.8 billion of aggregate principal debt.
- PIPE investors purchased 69.5 million AMPSA shares for $695 million.
- Prior to closing, holders redeemed 22,324,173 Gores Class A shares for approximately $223.3 million.
- Following closing, AMPSA had 603,283,097 shares outstanding and 16,749,984 warrants outstanding. The warrants have an exercise price of $11.50 per share and became exercisable on September 3, 2021.
- AGSA retained control with 493,763,520 shares, or 81.85% of outstanding shares, immediately after the Business Combination.
Guidance, outlook, commentary, risks and unusual items
AMPSA stated that, considering its business growth investment program, it did not intend to pay a dividend for 2021. Future dividend decisions are subject to the board and applicable Luxembourg law.
The filing emphasizes that forward-looking statements are subject to significant uncertainty and are not guarantees of performance. Key risks include leverage and compliance with debt covenants, the need for additional capital, execution of the multi-year growth investment program, raw-material and commodity-price volatility, foreign exchange and interest-rate exposure, supply-chain and manufacturing disruptions, customer and supplier concentration, competition from other packaging formats, environmental and product-related liabilities, economic downturns, and the ability to realize expected efficiencies and synergies.
Other notable contingencies include risks associated with a recent cybersecurity incident referenced in the Form F-4, reliance on Ardagh Group for third-party software and services, potential termination of servicing arrangements, management retention, and the possibility that the NYSE listing or anticipated benefits of the Business Combination may not be maintained or realized.
Under the transaction arrangements, AGSA may receive up to 60.73 million additional AMPSA shares over five years beginning 180 days after closing if specified share-price thresholds ranging from $13.00 to $19.50 are achieved.
Most important facts for an investor to verify
- Review the Form F-4 and incorporated financial statements for revenue, earnings, operating cash flow, margins, capital expenditures and segment performance, which are not clearly presented in the supplied filing text.
- Reconcile the pro forma debt, cash and capitalization figures with the final post-closing balance sheet and debt agreements.
- Assess leverage, interest expense, maturity schedules, covenant requirements and availability under the new asset-based loan facility.
- Evaluate dilution from the 16.75 million warrants and the potential issuance of up to 60.73 million earnout shares to AGSA.
- Review the cybersecurity incident, remediation status and any related financial, legal or operational consequences.
- Confirm the impact of AGSA’s 81.85% ownership, related-party agreements and the Services Agreement on governance and cash flows.
- Review the incorporated risk factors and management discussion in the Form F-4 and the second-quarter 2021 results release referenced by the filing.