鲍尔包装美股招股说明书(2025-05-12版)

principal amount plus accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole”premium, as described in“Description of Notes — Optional Redemption.” We may redeem the notes at any time in whole, or from time to time in part, on or after April1,2032, at our option at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. If aChange of Control Repurchase Event (as defined herein) occurs, unless we have exercised our option to redeem the notes, we will be required to offerto purchase the notes on terms described under “Description of Notes — Repurchase at the Option of Holders Upon a Change of Control RepurchaseEvent.”- We intend to use the net proceeds from this offering, together with cash on hand, for general corporate purposes, which may include therefinancing or repayment of debt, potential investments in strategic alliances and acquisitions, working capital, pension contributions or capitalexpenditures. Prior to the application of such proceeds, we intend to repay outstanding borrowings under our U.S. dollar revolver, without a reductionin commitment, using a portion of the net proceeds from this offering, together with cash on hand.The notes will be our senior unsecured obligations and will rank equally in right of payment to all of our existing and future senior indebtedness and other liabilities, including trade payables and the existing senior notes (as defined herein), and senior in right of payment to all of our futureindebtedness, if any, that expressly provides for its subordination to the notes. Substantially all of our domestic subsidiaries that guarantee ourexisting indebtedness will guarantee the notes, and none of our foreign subsidiaries will guarantee the notes. The notes and the subsidiary guaranteeswill be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, including borrowings under the Amended CreditAgreement (as defined herein) and guarantees thereof, to the extent of the value of the assets securing such indebtedness and will be structurallysubordinated to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries that are not subsidiaryguarantors of the notes.The notes will be issued in book-entry form only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. Currently there is no market for the notes. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“EuronextDublin”) for the approval of this document as listing particulars. Application has also been made to Euronext Dublin for the notes to be admitted tothe Official List of Euronext Dublin and to trade on the Global Exchange Market, which is the exchange regulated market of Euronext Dublin. TheGlobal Exchange Market is not a regulated market for the purposes of MiFID II and UK MiFIR (as each defined herein). Investors should note thatany listing particulars approved by Euronext Dublin would be issued by us solely for the purposes of obtaining a listing of the notes on EuronextDublin following completion of the offering and issuance of the notes contemplated in this prospectus supplement and such listing particulars shouldnot be relied upon by any person. There can be no assurance that a listing of the notes will be obtained.Investing in the notes involves a number of risks. See “Risk Factors” beginning on pageS-11of this prospectus supplement before you make your investment decision.Per NoteTotal Public offering price€Underwriting discount€Proceeds, before expenses€(1)%(2)%% (1)(2)Plus accrued interest from, 2025, if settlement occurs after that date.We refer you to the “Underwriting” section beginning on pageS-64of this prospectus supplement for additional information regarding underwriting compensation.Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense.The notes will be initially in the form of one or more registered global notes (the “global notes”). The global notes will be deposited with, and registered in the name of, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), or anominee of such common depositary. Ownership of interests in the global notes will be limited to persons that have accounts with Euroclear orClearstream or their respective participants. The terms of the indenture relating to the notes provide for the issuance of definitive registered notes onlyin certain limited circumstances.The underwriters expect to deliver the notes on or about, 2025, which is the fifth business day following the date of pricing of the notes. This settlement date may af