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    Court blocks Ardagh Metal Packaging sale

    Written by Nicholas Bell


    A Luxembourg court has temporarily blocked the Ardagh Metal Packaging sale, adding a legal hurdle to the process announced in August.

    A summary judge of the Luxembourg district court issued the order against Ardagh Holdings S.A. preventing Ardagh Holdings from proceeding with the sale of all or part of its interest in Ardagh Metal Packaging S.A. (AMP).

    Certain minority holders of senior secured toggle notes due 2027 issued by ARD Finance S.A. sought the order. The notes predate Ardagh Group’s November 2025 recapitalization.

    Toggle notes are debt issued to investors that allow an issuer to pay interest in cash or by adding the interest to the debt owed. The latter option is commonly called payment in kind, or PIK.

    “Senior” refers to the notes’ position in the repayment hierarchy. Senior debt generally has priority over subordinated debt for repayment if the issuer restructures or enters insolvency proceedings.

    “Secured” means the notes are backed by specified assets pledged as collateral. Holders can have claims against that collateral if the issuer defaults, subject to specified terms and creditor rights.

    So, senior secured toggle notes are debt that holds a higher repayment priority, is backed by specified collateral, and allows interest to be paid in cash or added to the amount owed. In this case, ARD Finance issued the notes due in 2027, and certain minority holders sought the Luxembourg court order blocked the AMP sale process.

    The noteholders filed the application ex parte, meaning Ardagh Holdings did not present its positions before the judged issued the order. Ardagh Holdings said it considers the application without merit and has applied to have the order withdrawn.

    AMP sale process began in August

    Ardagh Holdings disclosed Aug. 13 its board had instructed advisers to prepare for a potential sale of some or all of its AMP interest.

    Ardagh Group directly held about 76% of AMP’s common stock as of July 31, while parent Ardagh Holdings reported beneficial ownership of the same stake.

    The filing also outlined another possible structure for the Ardagh Metal Packaging sale. Ardagh Holdings could acquire the AMP shares it does not own before selling the entire company to a third party.

    AMP said separately in August no agreement had been reached for a sale. The company also said there was no assurance the process would result in a transaction.

    Noteholders trace back to recapitalization

    The court challenge involves minority holders of ARD Finance’s senior secured toggle notes due 2027.

    Ardagh identified the securities as existing PIK notes in documents related to its 2025 recapitalization. The notes included dollar-denominated and euro-denominated senior secured toggle debt due in 2027.

    When Ardagh announced the agreed recapitalization in July 2025, it said creditors representing more than 60% by value of the notes supported the transaction.

    Ardagh completed the recapitalization in November 2025. The transaction exchanged about $4.3 billion of senior unsecured and PIK notes for equity and transferred ownership of Ardagh Group to participating creditors.

    Ardagh has not disclosed the specific claims that the minority noteholders made in seeking the Luxembourg order. The Ardagh Metal Packaging sale remains subject to the court restriction while Ardagh Holdings seeks to have the order withdrawn.

    US canmaking footprint

    AMP has a sizable position in the US beverage can market. The company operates eight US production facilities, its largest concentration in any single country. AMP operates 22 production facilities, according to the company’s website.

    Those eight US plants account for roughly 10%-15% of US aluminum beverage can body capacity, according to CRU’s Aluminium Beverage Can Sheet Market Outlook published June 24. The US itself accounts for about 22% of global aluminum can body production capacity.

    Based on CRU’s capacity data, AMP’s US plants therefore represent roughly 2%-3.5% of global aluminum can body production capacity. The figure does not include AMP’s 11 European plants or three South American facilities.

    AMP’s European network has slightly less vombined production capacity than its eight US plants, despite operating three more facilities. Meanwhile, its three South American plants account for roughly 10%-15% of that region’s aluminum can body capacity, according to CRU data from the report.

    The scale of US operations gives the Ardagh Metal Packaging sale direct relevance for the domestic aluminum supply chain.

    Nicholas Bell

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