Ardagh's Restructuring: Key Takeaways for Lenders

The Ardagh recapitalisation is moving quickly and for those following the European leveraged finance space, it’s certainly one to watch. Creditors are seizing control, Paul Coulson is stepping aside and the mechanics of the deal are unfolding in real time. For lenders, the takeaway is that documentation and legal levers can matter just as much as the financials. 

Here is a summary of what is happening and why it matters from a lender’s perspective.

The Big Picture

Ardagh has entered into a Transaction Support Agreement (TSA) whereby it will exchange $4.3 billion of debt for equity and raise $1.5billion of new capital to pay off debt and support ongoing operations. PaulCoulson will exit with a $300 million settlement and creditors will take control of the company. The outcome: reduced debt, improved liquidity and governance moving from one billionaire to a creditor consortium. 

Zooming in on the creditor outcomes: each group gets a very different outcome. Senior Secured Noteholders (SSNs) retain a creditor position with new second-lien notes maturing in 2030. Senior Unsecured Noteholders (SUNs) swap their claims for around 92.5% of the equity, becoming the company’s new majority owners. Meanwhile, PIK noteholders are left with just 7.5% of the equity as most of their debt is written off. 

Consent Mechanics and Legal Backstops

Here’s where the deal mechanics start to matter. Almost all SSNs and SUNs are on board (~99%), which makes this look like a done deal on paper. But the PIKs are dragging their feet at ~82%, just shy of the 90% needed for a fully consensual deal.

Ardagh has put forward a UK scheme of arrangement to close any gap, which will allow minority creditors to be bound if 75% of a class approves. This legal safety net highlights how consent thresholds and fallback schemes keep restructurings on track when unanimity isn’t possible. 

Minority Dissent and Litigation Risk

Some PIK noteholders, who are advised by White & Case, are challenging the allocation of equity and Coulson’s payout. Even if these objections don’t derail the transaction, they could increase legal costs, drag timelines and cause uncertainty. For lenders, it’s a reminder: minority right scan be deal-shaping factors, not background noise.

Financial Context

While the recapitalisation is all the news, Ardagh’s operational performance gives us helpful context. In Q2 2025, revenues were at$2.48 billion, with glass packaging underperforming in Europe and North America while Ardagh Metal Packaging grew strongly, particularly in the Americas. This mix of strengths and weaknesses explains why creditors wanted to step in.

Timeline and Completion Conditions

Ardagh is targeting completion on 30 September 2025, but several boxes remain unticked. Regulatory sign-off from the UK, US and EU is still needed. Creditors must meet the right thresholds: 90% for a clean deal, or 75% if the scheme of arrangement applies. All documents need to be signed, court approvals obtained if the scheme is used, and financial mechanics put in place, including Coulson’s $300 million payout and the deployment of $1.5billion in fresh capital. Control will formally pass to the creditors only after all of these steps are completed. 

Why This Matters

Ardagh is more than a headline. It’s a live case study of how debt-for-equity swaps play out in practice. For lenders, the key message isthat understanding documentation is crucial. Consent levels, fallback schemes and completion mechanics can mean the difference between getting cash, equity or control. Understanding the technical details can determine whether a deal succeeds or stalls. 

FLT equips credit professionals with the knowledge to navigate these complexities with confidence. Get in touch for a demo or free skills assessment: info@foxlegaltraining.com.

Photo by Reza Heydar on Unsplash