- Current report filing (8-K)
May 07 2010 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
May 3, 2010
Date
of Report (Date of earliest event reported)
OWENS-ILLINOIS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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1-9576
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22-2781933
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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One Michael Owens Way
Perrysburg, Ohio
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43551-2999
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(Address of principal executive offices)
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(Zip Code)
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(567) 336-5000
(Registrants telephone
number, including area code)
(Former name or former
address, if changed since last report)
Check the appropriate box if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01.
Entry into a Material Definitive
Agreement.
Indenture
On May 7, 2010,
Owens-Brockway Glass Container Inc. (OB Glass), a Delaware corporation and an
indirect wholly-owned subsidiary of Owens-Illinois, Inc. (OI Inc.), also
a Delaware corporation, completed an offering of $600,000,000 aggregate
principal amount of 3.00% Exchangeable Senior Notes due 2015 (the Notes). In
addition, the initial purchasers of the Notes have an option to purchase up to
an additional $90,000,000 aggregate principal amount of Notes solely to cover
over allotments, if any. The Notes will
pay interest semi-annually on June 1 and December 1 at a rate of
3.00% per annum, and will mature on June 1, 2015. The Notes were offered
and sold to initial purchasers in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended
(the Securities Act). The initial
purchasers then sold the Notes to qualified institutional buyers pursuant to
exemptions from registration provided by Rule 144A under the Securities
Act. The Notes are governed by an Indenture dated as of May 7, 2010, by
and among OB Glass, OI Inc., the guarantors party thereto and U.S. Bank
National Association, as trustee, paying agent, registrar and exchange agent
(the Indenture). A copy of the
Indenture, the terms of which are incorporated herein by reference, is attached
as Exhibit 4.1 to this Current Report.
The notes are fully and
unconditionally guaranteed, jointly and severally, on a senior basis by OB
Glass indirect parent, Owens-Illinois Group, Inc. (OI Group), and by
certain domestic subsidiaries of OI Group that guarantee other indebtedness of OB
Glass or OI Group.
On and after March 1,
2015, the Notes are exchangeable at any time at the applicable exchange rate
until 5:00 pm, New York City time, on the second scheduled trading day immediately
preceding the maturity date. Upon exchange of a note, OB Glass will pay an
amount of cash and OI Inc. will deliver a number of shares of OI Inc. common
stock, if any, to the exchanging holder for each $1,000 principal amount of
notes exchanged equal to the sum of the daily settlement amounts for each
trading day in the applicable 20 trading day cash settlement averaging
period. The exchange rate per $1,000
principal amount of Notes initially will be 21.0642 shares of OI Inc. common
stock per $1,000 principal amount of the Notes, which is equivalent to an
initial exchange price per share of approximately $47.47 or an approximately
40.0% exchange premium based on the closing sale price of $33.91 per share of
OI Inc. common stock on the New York Stock Exchange on May 3, 2010. The exchange rate will be subject to
adjustments in certain events but will not be adjusted for accrued
interest. In addition, following certain
corporate transactions that occur prior to the maturity date, OB Glass will, in
certain circumstances as described in the Indenture, increase the exchange rate
for a holder who elects to exchange its Notes in connection with such a
corporate transaction.
Prior to March 1,
2015, the Notes will be exchangeable only under the following circumstances: (1) during
any fiscal quarter (and only during such fiscal quarter) commencing after June 30,
2010, if the last reported sale price of the common stock of OI Inc. for at
least 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on the last trading day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the applicable
exchange price on each applicable trading day; (2) during the five
business day period after any five consecutive trading day period in which the
trading price per $1,000 principal amount of notes for each trading day of that
measurement period was less than 98% of the product of the last reported sale
price of OI Inc. common stock and the applicable exchange rate on each such
trading day; (3) if OI Inc. elects to (i) distribute to all or
substantially all holders of OI Inc. common stock any rights, options or
warrants entitling them for a period of not more than 60 calendar days after
the issuance date for such distribution to subscribe for or purchase shares of
OI Inc. common stock, at a price per share less than the average of the last
reported sale prices of OI Inc. common stock over the 10 consecutive trading
day period ending on, and including, the trading day immediately preceding the
declaration date for such distribution, or (ii) distribute to all or
substantially all holders of OI Inc. common stock, assets, debt securities or
certain rights to purchase OI Inc.s securities, which distribution has a per
share value, as determined by OI Inc.s board of directors, exceeding 10% of
the last reported sale price of OI Inc. common stock on the trading day
immediately preceding the declaration date for such distribution; or (4) upon
occurrence of a fundamental change or a make-whole fundamental change (as such
terms are defined in the Indenture).
OB Glass may not redeem
the Notes prior to maturity. If a
fundamental change (as defined in the Indenture) occurs at any time, a holder
will have the right, at the holders option, to require OB Glass to purchase
all or any portion of its Notes, on a date that is not less than 20 or more
than 35 business days after the date on which OB Glass notifies holders of the
occurrence of the effective date for such fundamental change at a price equal
to 100% of the principal amount of the Notes purchased plus accrued and unpaid
interest.
2
Registration
Rights Agreement
In connection with the
issuance by OB Glass of the Notes, OB Glass and OI Inc. entered into a
registration rights agreement with the several initial purchasers of the Notes,
dated as of May 7, 2010 (the Registration Rights Agreement). A copy of the Registration Rights Agreement,
the terms of which are incorporated herein by reference, is attached as Exhibit 10.1
to this Current Report.
Pursuant to the
Registration Rights Agreement, OI Inc. has agreed that it will:
(1)
file with the SEC and to use its
commercially reasonable efforts to cause to become effective within 180 days of
the original issuance date of the Notes, a shelf registration statement with
respect to the resales of the OI Inc. common stock that may be issued upon exchange
of the notes; and
(2)
use its commercially reasonable efforts
to keep the shelf registration statement continuously effective under the
Securities Act in order to permit the prospectus forming a part thereof to be
usable by holders for a period until the earliest of such time as all of the OI
Inc. common stock issuable or issued in exchange for the Notes (a) cease
to be outstanding; (b) have been sold or otherwise transferred pursuant to
an effective registration statement; (c) have been sold pursuant to Rule 144
under the Securities Act (or any successor provision thereto); or (d) are
eligible to be freely sold pursuant to Rule 144 under the Securities Act
(or any successor provision).
In lieu of filing a shelf
registration statement and causing such registration statement to be declared
effective as described above, OI Inc. has the option (but not the obligation)
to designate, by means of an Officers Certificate (as defined in the
Indenture), an existing automatic shelf registration statement as a shelf
registration statement able to be used for resales of the OI Inc. common stock.
In the event that OI Inc. exercises this option, it shall be obligated to use
its commercially reasonable efforts to prepare and file a supplement to the
prospectus, if necessary, to cover resales of OI Inc. common stock no later
than 180 calendar days following the closing date of the offering.
The description in this
Current Report of the Indenture and the Registration Rights Agreement is not
intended to be a complete description of those documents, and the description
is qualified in its entirety by the full text of those documents which are
attached as exhibits to and incorporated by reference in this Current Report.
Item
2.03.
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth in Item 1.01 of this report is incorporated in this Item
2.03 by reference.
Item
3.02.
Unregistered Sales of Equity
Securities.
The
information set forth in Item 1.01 of this report is incorporated in this Item
3.02 by reference.
Item 9.01.
Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit
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No.
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Description
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4.1
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Form of Indenture,
dated May 7, 2010, by and among Owens-Brockway Glass Container Inc.,
Owens-Illinois, Inc., the Guarantors party thereto, and U.S. Bank
National Association, as trustee, paying agent, registrar and exchange agent.
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10.1
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Form of Registration
Rights Agreement, dated May 7, 2010, by and among Owens-Brockway Glass Container
Inc., Owens-Illinois, Inc. and the Initial Purchasers named therein.
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3
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized
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OWENS-ILLINOIS, INC.
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Date: May 7,
2010
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By:
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/s/ Edward C.
White
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Name:
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Edward C. White
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Title:
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Senior Vice President and Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit
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No.
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Description
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4.1
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Form of Indenture,
dated May 7, 2010, by and among Owens-Brockway Glass Container Inc.,
Owens-Illinois, Inc., the Guarantors party thereto, and U.S. Bank
National Association, as trustee, paying agent, registrar and exchange agent.
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10.1
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Form of Registration
Rights Agreement, dated May 7, 2010, by and among Owens-Brockway Glass
Container Inc., Owens-Illinois, Inc. and the Initial Purchasers named
therein.
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5
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