FOR IMMEDIATE RELEASE
O-I Glass, Inc. (NYSE: OI) (the “Company”), announced today that
Owens-Brockway Glass Container Inc., a Delaware corporation
and an indirect wholly owned subsidiary of the Company (“OBGC”),
has announced the results of its previously announced tender offers
to purchase for cash (the “OBGC Offers”) any and all of OBGC’s
outstanding $250 million aggregate principal amount of its 5.875%
Senior Notes due 2023 (the “2023 Notes”) and $300 million aggregate
principal amount of its 5.375% Senior Notes due 2025 (the “2025
Notes” and, together with the 2023 Notes, the “Dollar Notes”).
The Company also announced that OI European Group B.V. (“OIEG”
and, together with OBGC, the “Companies,” “we,” “us” and “our”), a
private limited liability company incorporated under the laws of
the Netherlands and an indirect wholly owned subsidiary of the
Company, has announced the results of its previously announced
tender offer (the “OIEG Offer” and, together with the OBGC Offers,
the “Offers”) to purchase for cash any and all of OIEG’s
outstanding €725 million aggregate principal amount (approximately
$790 million based on the March 31, 2023 exchange rate of €1.00 =
$1.09) of its outstanding 3.125% Senior Notes due 2024 (the “2024
Notes” and, together with the Dollar Notes, the “Notes”).
Each Offer was made upon the respective terms and subject to the
conditions set forth in (i) the offer to purchase, dated May 11,
2023 (the “2023/2024 Notes Offer to Purchase”) and (ii) the offer
to purchase, dated May 15, 2023 (the “2025 Notes Offer to Purchase”
and, together with the 2023/2024 Notes Offer to Purchase, the
“Offers to Purchase”) and the accompanying notices of guaranteed
delivery (the “Notices of Guaranteed Delivery” and, together with
the Offers to Purchase, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offers to Purchase.
The Offers expired at 5:00 p.m. (New York City time) on May 23,
2023 (the “Expiration Date”). The Settlement Date is May 26, 2023,
which is the third business day after the Expiration Date and the
first business day after 5:00 p.m. (New York City time) on May 25,
2023 (the “Guaranteed Delivery Date”).
OBGC Offers
The following tables set forth certain information regarding the
Dollar Notes and participation in the OBGC Offers, including the
aggregate principal amount of each series of Dollar Notes that was
validly tendered prior to or at the Expiration Date and not validly
withdrawn according to D.F. King & Co., Inc., the tender agent
and information agent (the “Tender Agent and Information Agent”)
for the OBGC Offers.
TABLE I: 2023
NOTES SUBJECT TO THE OFFERS
Title of Security |
CUSIP
Numbers/ISINs |
Aggregate Principal Amount Outstanding |
Total Consideration(1) |
Aggregate Principal Amount
Tendered(2) |
5.875% Senior Notes due
2023 |
CUSIPs: 69073TAR4 / U68337AK7ISINs: US69073TAR41 /
USU68337AK75 |
$250,000,000 |
$999.73 |
|
$141,978,000 |
(1) Per $1,000
principal amount of 2023 Notes validly tendered at or prior to the
Expiration Date or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures and not validly withdrawn and
accepted for purchase.
(2) The principal
amount tendered as reflected in the table above excludes $2,536,000
aggregate principal amount of the 2023 Notes that may be validly
tendered pursuant to Guaranteed Delivery Procedures and accepted
for purchase pursuant to the Offers.
TABLE
II:
2025 NOTES SUBJECT TO THE
OFFERS
Title of Security |
CUSIP
Numbers/ISINs |
Aggregate Principal Amount Outstanding |
Total Consideration(1) |
Aggregate Principal Amount
Tendered(2) |
5.375% Senior Notes due
2025 |
CUSIPs: 690872AB2 / U6S19GAC1ISINs: US690872AB26 /
USU6S19GAC10 |
$300,000,000 |
$1,010 |
$282,819,000 |
(1) Per $1,000
principal amount of 2025 Notes validly tendered at or prior to the
Expiration Date or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures and not validly withdrawn and
accepted for purchase.
(2) The principal
amount tendered as reflected in the table above excludes $816,000
aggregate principal amount of the 2025 Notes that may be validly
tendered pursuant to Guaranteed Delivery Procedures and accepted
for purchase pursuant to the Offers.
OIEG Offer
The following table sets forth certain information regarding the
2024 Notes and participation in the OIEG Offer, including the
aggregate principal amount of 2024 Notes that was validly tendered
prior to or at the Expiration Date and not validly withdrawn
according to the Tender Agent and Information Agent.
TABLE
III:
2024 NOTES SUBJECT TO THE
OFFERS
Title of Notes |
ISINs/Common Codes |
Aggregate Principal Amount
Outstanding |
Total Consideration(1) |
Aggregate Principal Amount
Tendered |
3.125% Senior Notes due
2024 |
ISINs: XS1405766038 / XS1405765907Common Codes: 140576603 /
140576590 |
€725,000,000 |
€1,000 |
€666,744,000 |
(1) Per €1,000
principal amount of 2024 Notes validly tendered at or prior to the
Expiration Date or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures and not validly withdrawn and
accepted for purchase.
The deadline to withdraw Notes validly tendered in the Offers
was 5:00 p.m., New York City time, on May 23, 2023 (the “Withdrawal
Date”). Accordingly, previously tendered Notes may no longer be
withdrawn.
The acceptance of tendered Notes will be made in accordance with
the terms of the Offers as described in the Offers to Purchase. We
expect to accept, on the Settlement Date, and expect to accept, on
the Guaranteed Delivery Date, all Notes validly tendered and not
validly withdrawn at or prior to the Expiration Date, including
Notes delivered in accordance with the Guaranteed Delivery
Procedures. Upon the terms and subject to the conditions set forth
in the Tender Offer Documents, Holders who (i) validly tendered
Notes at or prior to the Expiration Date (and did not validly
withdraw such Notes at or prior to the Withdrawal Date) or (ii)
delivered a properly completed and duly executed Notice of
Guaranteed Delivery (or complied with ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tender their Notes at or prior
to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and, in each case, whose Notes are accepted for
purchase by us, will receive the applicable Total Consideration
specified in the Offers to Purchase for each $1,000 or €1,000
principal amount of Notes, as applicable, which will be payable in
cash.
In addition to the applicable Total Consideration, (i) Holders
whose 2023 Notes are accepted for purchase by OBGC will be paid the
accrued and unpaid interest on such 2023 Notes from the last
interest payment date (which was February 15, 2023) up to, but not
including, the Settlement Date, which is expected to be May 26,
2023, (ii) Holders whose 2025 Notes are accepted for purchase by
OBGC will be paid the accrued and unpaid interest on such 2025
Notes from the last interest payment date (which was April 15,
2023) up to, but not including, the Settlement Date and (iii)
Holders whose 2024 Notes are accepted for purchase by OIEG will be
paid the accrued and unpaid interest on such 2024 Notes from the
last interest payment date (which was May 15, 2023) up to, but not
including, the Settlement Date. Interest will cease to accrue on
the applicable Settlement Date for all Notes accepted in the
Offers, including those tendered through the Guaranteed Delivery
Procedures.
OBGC has engaged Wells Fargo Securities, LLC to serve as the
dealer manager in connection with the OBGC Offers and J.P. Morgan
SE to act as the dealer manager for the OIEG Offer (collectively,
the “Dealer Managers”). Questions regarding terms and conditions of
the Offers should be directed to Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free), (704) 410-4759 (collect) or via the
email address liabilitymanagement@wellsfargo.com for the OBGC
Offers or J.P. Morgan SE at +44 20 7134 4353 or via the email
address liability_management_EMEA@jpmorgan.com for the OIEG
Offer.
D.F. King & Co., Inc. has been appointed as the Tender Agent
and Information Agent for the Offers. Questions or requests for
assistance in connection with the Offers or for additional copies
of the Tender Offer Documents may be directed to the Information
Agent and Tender Agent at +1 (800) 714-3306 (toll free), +1 (212)
269-5550 (collect) or via e-mail at owens@dfking.com. The Tender
Offer Documents can be accessed at the offer website:
www.dfking.com/owens-brockway.
We reserve the right, in our sole discretion, not to
accept any Tender Instructions, not to purchase any Notes or to
extend, re-open, withdraw or terminate any Offer and to amend or
waive any of the terms and conditions of any Offer in any
manner, subject to applicable laws and
regulations.
Unless stated otherwise, announcements in connection with the
Offers will be made available on our website at www.o-i.com. Such
announcements may also be made by (i) the issue of a press release
and (ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants.
Copies of all such announcements, press releases and notices can
also be obtained from the Information Agent and Tender Agent, the
contact details for whom are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems
and Holders are urged to contact the Information Agent and Tender
Agent for the relevant announcements relating to the Offers. In
addition, all documentation relating to the Offer to Purchase,
together with any updates, will be available via the Offer Website:
www.dfking.com/owens-brockway.
General
This announcement is for informational purposes only. Neither
this announcement nor the Offers to Purchase, or the electronic
transmission thereof, as applicable, constitutes a solicitation for
acceptance of the Offers, or a notice of redemption under the
indentures governing the Notes. This announcement is not an offer
to purchase or a solicitation of an offer to purchase any other
securities of the Companies or any of its subsidiaries. The Offers
are being made solely pursuant to the Offers to Purchase. The
distribution of this announcement in certain jurisdictions may be
restricted by law. The Offers are not being made to Holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offers to be made by a
licensed broker or dealer, the Offers will be deemed to be made on
behalf of the relevant Company by the Dealer Managers or one or
more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offers to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offers to Purchase nor any other offering material or
advertisements in connection with the Offers may be distributed or
published, in or from any such country or jurisdiction, except in
compliance with any applicable rules or regulations of any such
country or jurisdiction.
The distribution of this announcement and the Offers to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offers to Purchase comes
are required by us, the Dealer Managers, the Tender Agent and
Information Agent to inform themselves about, and to observe, any
such restrictions.
In the United Kingdom, this communication is only addressed to
and directed at persons who (i) have professional experience in
matters relating to investments falling within the definition of
“investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Financial Promotion Order”); (ii) are high net worth
entities or other persons falling within Article 49(2)(a) (d) of
the Financial Promotion Order; (iii) are a creditor or a member of
the Companies or (iv) are persons to whom an inducement to engage
in investment activity within the meaning of Section 21 of the FSMA
may otherwise lawfully be communicated or caused to be communicated
(such persons together being “relevant persons”). In the United
Kingdom, the Offers to Purchase and any other documents or
materials relating to the Offers is directed only at relevant
persons and any investment or investment activity to which the
Offers to Purchase and this communication relates will be available
only to, and engaged in only with, relevant persons. Any person in
the United Kingdom who is not a relevant person should not act or
rely on the Offers to Purchase or this communication or any of
their contents.
Each Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes pursuant to
the Offers from a Holder that is unable to make these
representations will not be accepted. Each of the Companies, the
Dealer Managers, the Tender Agent and Information Agent reserves
the right, in its absolute discretion, to investigate, in relation
to any tender of Notes pursuant to the Offers, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result such Company determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
Forward-Looking
Statements
This announcement may contain “forward-looking”
statements as defined under U.S. securities laws. Forward-looking
statements reflect OI Glass’s current expectations and projections
about future events at the time, and thus involve uncertainty and
risk. The words “believe,” “expect,” “anticipate,” “will,” “could,”
“would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,”
“potential,” “continue,” and the negatives of these words and other
similar expressions generally identify forward-looking
statements.
It is possible OI Glass’s future financial
performance may differ from expectations due to a variety of
factors including, but not limited to, the following: (1) the
general political, economic and competitive conditions in markets
and countries where OI Glass has operations, including
uncertainties related to economic and social conditions,
disruptions in the supply chain, competitive pricing pressures,
inflation or deflation, changes in tax rates and laws, war, civil
disturbance or acts of terrorism, natural disasters, and weather;
(2) cost and availability of raw materials, labor, energy and
transportation (including impacts related to the current conflict
between Russia and Ukraine and disruptions in supply of raw
materials caused by transportation delays); (3) the impact of the
COVID-19 pandemic and the various governmental, industry and
consumer actions related thereto; (4) competitive pressures,
consumer preferences for alternative forms of packaging or
consolidation among competitors and customers; (5) OI Glass’s
ability to improve its glass melting technology, known as the
modular advanced glass manufacturing asset (“MAGMA”) program, and
implement it within the timeframe expected; (6) unanticipated
operational disruptions, including higher capital spending; (7) the
failure of OI Glass’s joint venture partners to meet their
obligations or commit additional capital to the joint venture; (8)
OI Glass’s ability to manage its cost structure, including its
success in implementing restructuring or other plans aimed at
improving OI Glass’s operating efficiency and working capital
management, and achieving cost savings; (9) OI Glass’s ability to
acquire or divest businesses, acquire and expand plants, integrate
operations of acquired businesses and achieve expected benefits
from acquisitions, divestitures or expansions; (10) OI Glass’s
ability to generate sufficient future cash flows to ensure OI
Glass’s goodwill is not impaired; (11) OI Glass’s ability to
achieve its strategic plan; (12) unanticipated expenditures with
respect to data privacy, environmental, safety and health laws;
(13) the ability of OI Glass and the third parties on which it
relies for information technology system support to prevent and
detect security breaches related to cybersecurity and data privacy;
(14) changes in capital availability or cost, including interest
rate fluctuations and the ability of OI Glass to refinance debt on
favorable terms; (15) foreign currency fluctuations relative to the
U.S. dollar; (16) changes in tax laws or U.S. trade policies; (17)
risks related to recycling and recycled content laws and
regulations; (18) risks related to climate-change and air
emissions, including related laws or regulations and increased
Environmental, Social and Governance (“ESG”) scrutiny and changing
expectations from stakeholders; and (19) the other risk factors
under “Risk factors” in OI Glass’s Annual Report on Form 10-K
for the year ended December 31, 2022 and any subsequently
filed Quarterly Report on Form 10-Q or other filings with the
Securities and Exchange Commission.
It is not possible to foresee or identify all
such factors. Any forward-looking statements in this announcement
are based on certain assumptions and analyses made by OI Glass in
light of its experience and perception of historical trends,
current conditions, expected future developments, and other factors
it believes are appropriate in the circumstances. Forward-looking
statements are not a guarantee of future performance and actual
results or developments may differ materially from expectations.
While OI Glass continually reviews trends and uncertainties
affecting OI Glass’s results of operations and financial condition,
we and OI Glass do not assume any obligation to update or
supplement any particular forward-looking statements contained in
this announcement.
About O-I Glass
At O-I Glass, Inc. (NYSE: OI), we love glass and
we’re proud to be one of the leading producers of glass bottles and
jars around the globe. Glass is not only beautiful, it’s also pure
and completely recyclable, making it the most sustainable rigid
packaging material. Headquartered in Perrysburg, Ohio (USA), O-I is
the preferred partner for many of the world’s leading food and
beverage brands. We innovate in line with customers’ needs to
create iconic packaging that builds brands around the world. Led by
our diverse team of more than 24,000 people across 69 plants in 19
countries, O-I achieved net sales of $6.9 billion in 2022.
ContactsChris Manuel Vice President of
Investor Relations 567-336-2600 Chris.Manuel@o-i.com
- OBGC and OIEG Announce Results of Cash Tender Offers for Any
and All of Certain Outstanding Senior Notes
OI Glass (NYSE:OI)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
OI Glass (NYSE:OI)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024