Luxembourg court halts Ardagh sale of metal packaging unit

LUXEMBOURG – A Luxembourg district court judge has ordered Ardagh Holdings not to proceed, for now, with any sale of all or part of its holding in Ardagh Metal Packaging, following an ex parte request by minority investors.

The ruling came after a unilateral request by certain minority investors holding senior secured toggle notes due in 2027 and issued by ARD Finance, which was a parent of Ardagh Group before its recapitalisation deal completed in 2025. 

The order was made without Ardagh Holdings being able to put forward its case beforehand. In a statement, the company said it strongly believed the application was without merit, adding that it was vigorously challenging the order and had applied for it to be withdrawn.

Advisers Appointed to Review AMP Disposal

The previous month, the company appointed advisers to examine a possible disposal of its Ardagh Metal Packaging unit as part of a review of one of the group’s main businesses. 

That process could include selling some or all of Ardagh Holdings’ indirect equity stake in AMP to an outside buyer. 

Evercore International Partners is serving as financial adviser to Ardagh Holdings, while Kirkland & Ellis International is acting as lead legal adviser.

AMP Operates 23 Sites Across Nine Countries

Ardagh Metal Packaging runs 23 production sites across nine countries, employs 6,500 people and posted sales of US$5.5 billion in 2025. 

The unit produces beverage cans and ends for global beverage brands, positioning it within a segment that has attracted significant merger and acquisition interest as consolidating producers seek scale. 

Ardagh Holdings overall operates 58 metal and glass packaging plants across 16 countries, employing around 20,000 people with sales of US$9.6 billion. 

The metal packaging division represents a substantial portion of group revenue and holds strategic value given long-term supply agreements with major beverage customers. 

The court’s intervention introduces uncertainty over timing, though it does not permanently block a transaction. 

Legal proceedings will determine whether the minority investors’ claims proceed, with the outcome potentially affecting the structure and valuation of any eventual sale.

Minority Investors Assert Claims Through Toggle Notes

The dispute centres on senior secured toggle notes, instruments that permit issuers to defer cash interest payments by increasing principal, a mechanism frequently used during recapitalisations. 

Holders of such notes may assert rights when corporate actions affect their recovery prospects. 

The investors’ request suggests concerns that a sale of AMP could impair their position within the group’s capital structure. 

The recapitalisation completed in 2025 reshaped Ardagh Group’s ownership and debt arrangements, and the current litigation reflects ongoing tension over how proceeds from asset disposals should be allocated among creditor classes.

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