The $2.9B Debt Reset of Trivium Packaging

How Ardagh and Ontario Teachers rebuilt the capital stack of a global metal giant - and chose the balance sheet over the exit.

By Carry and Conquer Publications

When private equity firms exhaust the exit options, they rarely sit still. For the owners of Trivium Packaging - Ardagh Group holding a 43% stake and Ontario Teachers' Pension Plan controlling the remaining 57% - two failed sale attempts and nearly six years of ownership had created a familiar dilemma: either find a buyer willing to pay a premium for a highly leveraged industrial business, or reset the debt and buy time. In June 2025, they chose the latter. The result was a $2.93 billion cross-border refinancing - one of the most complex capital structure exercises in the specialty packaging sector in years - designed to extend the company's financial runway, reduce near-term pressure, and position Trivium for a future exit on better terms.

Built from Two Legacies, Loaded with Debt

Trivium Packaging was created in October 2019 through the merger of Ardagh's Food and Specialty Metal Packaging business with Exal Corporation, a leading producer of aluminum containers that had been controlled by Ontario Teachers' since 2010. The combination was designed to forge one of the largest metal packaging companies on earth - bringing together Ardagh's dominance in tin-plate steel with Exal's leadership in aluminum. Upon closing, Ardagh received approximately $2.5 billion in cash proceeds and retained its 43% stake, while Ontario Teachers' held the majority interest.

The company that emerged from that merger was formidable on paper. Trivium, headquartered in Amsterdam, operates production facilities across 18 to 19 countries, employs around 7,400 people, and generates annual revenues of approximately $2.9 to $3.0 billion. Its more than 800 customers span 70-plus countries, with end markets including food, seafood, pet food, beauty and personal care, aerosols, household care, and premium beverages. CEO Michael Mapes - who ran Exal before the merger and brought the operation into the combined entity - has led the business since its formation, overseeing both its operational transformation and its sustainability pivot.

But Trivium entered its life carrying significant debt, and that burden never fully eased. S&P Global Ratings has maintained a B credit rating on the company for multiple consecutive years, with the constraint of elevated leverage cited as a persistent drag on any potential upgrade. From the moment of formation, the owners were aware they had built a company that would need a clear deleveraging path - or a buyer - to realize its full value.

Two Failed Sales and the Refinancing That Followed

The pressure to find an exit began almost immediately. As early as 2021, Ardagh and OTPP initiated an informal exploration of selling Trivium, only to abandon the effort when market conditions did not support the valuation they sought. They revived the process in January 2024, this time working with advisers on a formal auction that drew interest from strategic buyers and private equity firms alike. Sonoco Products, one of the most credible strategic bidders, dropped out in June 2024 after agreeing to acquire Eviosys, a European food can manufacturer, for approximately $3.9 billion. Platinum Equity, a Los Angeles-based private equity firm, emerged as the leading candidate in September 2024, reportedly in advanced negotiations for a price exceeding $3.5 billion. That deal was never announced.

With the sale process stalled - and Ardagh facing its own debt pressures, including $700 million of 5.25% senior secured bonds that matured in April 2025 - the owners shifted strategy. Rather than absorb a suboptimal valuation in a distressed sale, they chose to re-engineer the capital structure and extend the company's financial horizon. The result, announced in June 2025 and closed on June 17, was a $2.925 billion refinancing that replaced all of Trivium's existing debt facilities with a new multi-currency, multi-instrument capital stack.

Anatomy of a $2.93 Billion Capital Structure

The transaction was not a single instrument. It was a layered, multi-currency construct that required simultaneous execution across European and American markets, coordinated 24 hours a day across law firm offices in New York and Amsterdam.

The deal comprised five distinct financing components. The largest tranche was a 900 million euro Term Loan B maturing in 2030. Alongside that sat 700 million euros of 6.625% Senior First Lien Secured Notes due 2030, as well as $600 million of 8.25% Senior First Lien Secured Notes - also maturing in 2030 - denominated in U.S. dollars. A fourth tranche added $600 million of 12.25% Senior Second Lien Secured Notes due 2031, creating a two-tier lien structure that separates senior and subordinated creditor claims. Finally, a $330 million asset-backed lending facility provided the company with working capital flexibility. The package also included factoring arrangements and hedging instruments to manage the cross-currency exposure inherent in a business that earns in euros and dollars simultaneously.

The interest rates embedded in the structure reveal the true cost of Trivium's leverage profile. The 12.25% coupon on the second lien notes is characteristic of a business that cannot access investment-grade markets, reflecting both the company's B rating and the elevated yields demanded of highly leveraged sponsors in the current rate environment. In total, the blended cost of debt across the new facilities represents a material commitment - a signal that Ardagh and OTPP are wagering that Trivium's EBITDA growth trajectory will outpace the carrying cost of its obligations.

A&O Shearman advised Trivium directly on the transaction. NautaDutilh and White and Case jointly advised the syndicate of investment banks on the lender side, with the NautaDutilh team requiring round-the-clock coordination between New York and Amsterdam.

The Sustainability Layer: Metal as a Climate Asset

Behind the financial mechanics lies a strategic thesis that runs deeper than the balance sheet. Trivium has positioned metal packaging not merely as an industrial product but as an environmental imperative - and has backed that positioning with formal commitments that now shape how the company is marketed to capital markets, customers, and regulators alike.

In December 2025, the Science Based Targets initiative approved Trivium's net-zero target: a commitment to reduce absolute Scope 1, 2, and 3 greenhouse gas emissions by 90% by 2050, measured against a 2020 base year. As of end-2024, the company had already reduced Scope 1 and 2 emissions by 31% from 2020, and Scope 3 by 19% - meaningful progress against a long runway. The company retained its EcoVadis Platinum rating for the fourth consecutive year in 2025, a distinction it holds as the first and only metal packaging company to do so, and maintained a spot on the CDP Climate A List for the second consecutive year.

The core commercial argument is simple: metal is infinitely recyclable without degradation in quality. Unlike plastic, which degrades through each recycling cycle and is subject to growing legislative restrictions globally, aluminum and steel can re-enter the supply chain indefinitely. The European Packaging and Packaging Waste Regulation, which is increasing pressure on brands to move away from non-recyclable materials, is creating structural demand for the kind of products Trivium produces. CEO Michael Mapes has consistently framed this as Trivium's durable competitive advantage - that sustainability is not a cost for the company but a commercial tailwind.

In its 2024 sustainability report, Trivium noted that 47% of its total revenue already derived from eco-designed products, with a target of reaching 50% by 2030. The company has also pursued decarbonization at the plant level - its Sutton-in-Ashfield facility in the UK was highlighted in 2025 as an example of how operational efficiency and environmental action can be pursued simultaneously.

Why the Owners Held Rather Than Sold

From a private equity perspective, the decision to refinance rather than sell at a discount reveals something important about how Ardagh and OTPP are thinking about value creation. Trivium was being marketed in the 2024 auction at an implied EV/EBITDA multiple of 8 to 8.5 times, based on adjusted EBITDA of approximately $480 million. At a $3.5 billion enterprise value, that would have returned a premium over the original formation cost but may not have satisfied the return thresholds that a decade of ownership demands, particularly after accounting for the leverage Trivium has carried throughout.

By extending the debt stack to 2030 and 2031 maturity dates, the owners have effectively bought themselves a five-year window. During that period, the operational thesis needs to prove out: Trivium's management has articulated a path toward modestly increasing volumes, EBITDA growth, and deleveraging through cash generation. If that thesis holds, the exit multiple in 2028 or 2029 could look meaningfully better than what the 2024 auction was delivering.

Ardagh itself remains a factor in this calculus. The Irish packaging conglomerate has faced sustained debt pressure across its own corporate structure, with total group obligations running into the tens of billions of euros. Its 43% stake in Trivium represents one of its most valuable assets - one it cannot afford to liquidate at a trough valuation. The June 2025 refinancing, by removing near-term maturities from Trivium's capital structure, also reduces the risk of a forced or distressed transaction.

The Larger Pattern: Debt as Sustainability Finance

The Trivium refinancing fits into a broader pattern in private equity-backed industrials: using the balance sheet as a tool to fund the transition to sustainable business models, rather than deploying equity capital. By maintaining a leveraged capital structure and extending maturities, sponsors like OTPP can direct operating cash flows toward decarbonization investment - renewable energy procurement, eco-designed product development, supplier sustainability programs - without diluting returns through equity raises.

This approach is not without risk. The 12.25% second lien coupon means that debt service on Trivium's capital stack will consume a substantial portion of operating cash flow. Any deterioration in volumes - Trivium's revenues have shown modest decline in recent periods, with first-half 2024 revenues down from the prior year - could compress the deleveraging path and narrow the window for a successful exit. The metal packaging market, while supported by the sustainability tailwind, is growing at a more measured pace than headline sustainable packaging figures suggest: the broader metal packaging market is projected to grow at approximately 3.3% per year through 2034, a slower cadence than the transition narrative sometimes implies.

What the Trivium story makes clear is that the path from a leveraged buyout to a clean exit is rarely linear. It takes multiple attempts, multiple laps around the capital markets, and sometimes a billion-dollar refinancing just to maintain the optionality to try again. For Ardagh and OTPP, June 2025 was not the finale. It was the setup for the next act.