Kirkland Advises Ardagh Group on Successful Recapitalization

Kirkland & Ellis advised the Ardagh Group, a global producer of glass and metal products, in relation to its successful comprehensive c. $6 billion debt and equity recapitalization, effective 12 November 2025.

The transaction is the most significant LME transaction in Europe to date, and included:

• a debt-for-equity swap of approximately $4.3 billion of the group’s senior unsecured notes (SUNs) and PIK Notes, effecting a transfer of ownership of the group to holders of the SUNs and PIK Notes;
• provision of $1.5 billion of new capital through the issuance of new first lien 9.50% senior secured notes due December 2030, used in part to refinance certain of the group’s existing debt;
• the mandatory transfer and exchange of the group’s SSNs for new second lien senior secured notes due December 2030, therefore extending the group’s nearest bond maturities by over four years;
• extension of the group’s asset-based loan facility from 2027 to 2030; and
• the former sponsor disposing of an affiliated entity to an entity that became the sole owner of the group in consideration for a cash payment of approximately $300 million.

The comprehensive recapitalization transaction was implemented by way of the following:

• Luxemburg Share Pledge Appropriation: participating holders of the PIK Notes enforced their security over all of the assets of the existing issuer of the PIK Notes to deliver the group to holders of the group’s SUN and PIK Notes.
• SSN Mandatory Transfer: 100% of the outstanding SSNs were mandatorily transferred to the group. In return, each eligible holder received, for no additional consideration, Second Lien Notes in a principal amount allocated in proportion to the SSNs held by that eligible holder.
• SUN Mandatory Transfer: 100% of the outstanding SUNs were mandatorily transferred to the group. In return, each eligible holder of SUNs received its pro rata portion of 92.5% of the total issued and outstanding ordinary shares of the group.
• PIK Notes Private Exchange: Approximately 80% by value of the holders of the PIK Notes entered into a private exchange agreement with the group pursuant to which PIK Notes were transferred to the group in exchange for each such holder receiving its pro rata portion of 7.5% of the total issued and outstanding ordinary shares of the group.

Following the recapitalization transaction, the existing issuer of the PIK Notes also commenced the first-ever large-cap judicial reorganization proceeding in Luxembourg to implement a debt-for-equity swap of the outstanding PIK Notes.  

Read the transaction press release

The Kirkland team included debt finance lawyers Paul Sandler, David Nemecek, Lloyd Robertson-Jones, Jerome Hoyle and Jennifer McWhaw; restructuring lawyers Thomas Jemmett, Josh Sussberg, Chad Husnick and Dan Stathis; capital markets lawyers Tim Volkheimer, Alborz Tolou and Rohan Sahai; and tax lawyers Anthony Sexton and James Morgan.