FOR IMMEDIATE RELEASE
O-I Glass, Inc. (NYSE: OI) ( “OI Glass”),
announced today that Owens-Brockway Glass Container Inc. (“OBGC”)
and OI European Group B.V. (“OIEG” and, together with OBGC, the
“Companies,” “we,” “us” and “our”), have commenced their
concurrent, but separate, offers to purchase for cash any and all
of the outstanding securities of each Company listed in (i) Table I
below (the “Dollar Notes”) and (ii) Table II below (the “Euro
Notes”). We refer to the outstanding Notes listed in Table I and
Table II below collectively as the “Notes” and to each series of
outstanding debt securities as a “series” of Notes. We refer to (i)
OBGC’s offer to purchase the Dollar Notes as the “Dollar Notes
Offer” and (ii) OIEG’s offer to purchase the Euro Notes as the
“Euro Notes Offer.” The Dollar Notes Offer and Euro Notes Offer are
each an “Offer” and collectively the “Offers.” As of May 11, 2023,
approximately $250 million aggregate principal amount of the Dollar
Notes and €725 million aggregate principal amount of the Euro Notes
were outstanding.
Each Offer is made upon the terms and subject to
the conditions set forth in the offer to purchase, dated May 11,
2023 (as may be amended or supplemented from time to time, the
“Offer to Purchase”), and its accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery” and, together with
the Offer to Purchase, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offer to Purchase.
All documentation relating to the Offers,
including the Offer to Purchase and the Notice of Guaranteed
Delivery, together with any updates, are available from the
Information Agent and the Tender Agent, as set forth below, and
will also be available via the Offer Website:
www.dfking.com/owens-brockway.
Timetable for the Offers
Date |
Calendar Date and Time |
Commencement of the Offers |
May 11, 2023. |
Dollar Notes Price Determination Time |
2:00 p.m. (New York City time) on May 23, 2023, unless
extended with respect to the Dollar Notes Offer. |
Withdrawal Date |
5:00 p.m. (New York City time) on May 23, 2023, unless
extended with respect to any Offer. |
Expiration Date |
5:00 p.m. (New York City time) on May 23, 2023, unless
extended with respect to any Offer. |
Guaranteed Delivery Date |
5:00 p.m. (New York City time) on the second business day after the
applicable Expiration Date, expected to be on May 25, 2023,
unless extended with respect to any Offer. |
Settlement Date |
Expected to be the third business day after the applicable
Expiration Date and the first business day following the applicable
Guaranteed Delivery Date. The expected Settlement Date is
May 26, 2023, unless extended with respect to any Offer. |
TABLE I: DOLLAR NOTES SUBJECT TO THE OFFERS
Title of Notes |
CUSIP
Numbers/ISINs |
Principal Amount Outstanding |
UST Reference Security |
Bloomberg Reference Page |
Fixed Spread (bps) |
5.875% Senior Notes due 2023 (the “Dollar
Notes”) |
CUSIPs: 69073TAR4 / U68337AK7ISINs: US69073TAR41 /
USU68337AK75 |
$250,000,000 |
0.125% UST due August 15, 2023 |
FIT3 |
50 |
TABLE II: EURO NOTES SUBJECT TO THE OFFERS
Title of Notes |
ISINs/Common
Codes |
Principal Amount Outstanding |
Total Euro Notes Consideration
(1) |
3.125% Senior Notes due 2024 (the “Euro
Notes”) |
ISINs: XS1405766038 / XS1405765907Common Codes: 140576603 /
140576590 |
€725,000,000 |
€1,000 |
(1) Per €1,000
principal amount of Euro Notes accepted for purchase in the Euro
Notes Offer (exclusive of any accrued and unpaid interest, which
will be paid in addition to the Total Euro Notes Consideration, as
applicable, to, but not including, the applicable Settlement
Date).
Purpose of the Offers
The primary purpose of the Offers is to acquire
up to all of the outstanding Notes of each series. The Offers are
being made in connection with (i) OBGC’s proposed offering of new
senior notes (the “New Dollar Notes Offering”) denominated in U.S.
dollars (the “New Dollar Notes”) and (ii) OIEG’s proposed offering
of new senior notes (the “New Euro Notes Offering” and, together
with the New Dollar Notes Offering, the “New Notes Offerings”)
denominated in Euros (the “New Euro Notes” and, together with the
New Dollar Notes, the “New Notes”). The Total Dollar Notes
Consideration (as defined below) for any and all of the Dollar
Notes, the Dollar Notes Accrued Coupon Payment (as defined below)
and all related fees and expenses are expected to be funded by the
concurrent New Dollar Notes Offering. The Total Euro Notes
Consideration (as defined below) for any and all of the Euro Notes,
the Euro Notes Accrued Coupon Payment (as defined below) and all
related fees and expenses are expected to be funded by the
concurrent New Euro Notes Offering and the concurrent New Dollar
Notes Offering (to the extent any net proceeds from the New Dollar
Notes Offering are available after funding of the Dollar Notes
Offer), together with cash on hand. Each Offer is subject to the
satisfaction of certain conditions as more fully described under
the heading “Description of the Offers—Financing Conditions” in the
Offer to Purchase including, among other things, with respect to
the Offers for the Dollar Notes, the Dollar Notes Financing
Condition (as defined below) and, with respect to the Offer for the
Euro Notes, the Euro Notes Financing Condition (as defined below).
Notes that are accepted in the Offers will be purchased, retired
and cancelled by us and will no longer remain outstanding
obligations of ours.
Details of the Offers
Each Offer will expire at 5:00 p.m. (New York
City time) on May 23, 2023 (as the same may be extended with
respect to such Offer, the “Expiration Date”). Tendered Notes may
be withdrawn at any time prior to 5:00 p.m. (New York City time),
on May 23, 2023 with respect to each Offer (as the same may be
extended with respect to such Offer, the “Withdrawal Date”), but
not thereafter, except as required by applicable law as described
in the Offer to Purchase. Neither Offer is conditioned on
completion of the other Offer, and each Offer otherwise operates
independently from the other Offers. Neither Offer is conditioned
on any minimum amount of Notes being tendered.
For a Holder who holds Notes through DTC to
validly tender Notes pursuant to the Offers, an Agent’s Message and
any other required documents must be received by the Tender Agent
at its email address set forth on the Offer to Purchase at or prior
to the applicable Expiration Date or, if pursuant to the Guaranteed
Delivery Procedures, at or prior to 5:00 p.m. (New York City time)
on May 25, 2023 (the “Guaranteed Delivery Date”). For a Holder
who holds Notes through Clearstream or Euroclear to validly tender
Notes pursuant to the Offers, such Holder must tender such Notes by
the submission of valid Tender Instructions in accordance with the
procedures described in the Offer to Purchase and of such Clearing
System, as applicable. There is no letter of transmittal for the
Offer to Purchase.
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, Holders who (i) validly tender
Notes at or prior to the applicable Expiration Date (and do not
validly withdraw such Notes at or prior to the applicable
Withdrawal Date) or (ii) deliver a properly completed and duly
executed Notice of Guaranteed Delivery (or comply with ATOP
procedures applicable to guaranteed delivery) and all other
required documents at or prior to the applicable Expiration Date
and validly tender their Notes at or prior to the applicable
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 for
each $1,000 or €1,000 principal amount of Notes, as applicable,
which will be payable in cash. We will accept and pay for all
validly tendered and not validly withdrawn Notes that are accepted
for purchase by us.
The Total Dollar Notes Consideration payable for
the series of Dollar Notes will be a price per $1,000 principal
amount of such series of Dollar Notes that are validly tendered,
and not validly withdrawn, and accepted for purchase, equal to an
amount, calculated in accordance with the formula described in the
Offer to Purchase, that would reflect, as of the applicable
Settlement Date, a yield to the maturity date of the Dollar Notes
equal to the sum of (i) the Dollar Notes Reference Yield determined
at 2:00 p.m.(New York City time) on May 23, 2023 (subject to
certain exceptions set forth in the Offer to Purchase, such time
and date, as the same may be extended, the “Dollar Notes Price
Determination Time”) plus (ii) the fixed spread applicable to
Dollar Notes, as set forth in the table above (the “Dollar Notes
Fixed Spread”). The “Dollar Notes Reference Yield” means the yield
of the reference security listed in the table for the Dollar Notes
above, as derived in the manner detailed in the Offer to
Purchase.
In addition to the Total Dollar Notes
Consideration, Holders whose Dollar Notes are accepted for purchase
by us will be paid the accrued and unpaid interest on such Dollar
Notes from the last interest payment date (which was February 15,
2023) up to, but not including, the Settlement Date for the Dollar
Notes Offer, which is expected to be May 26, 2023 (the “Dollar
Notes Accrued Coupon Payment”).
The Total Euro Notes Consideration payable for
each €1,000 principal amount of Euro Notes that are validly
tendered, and not validly withdrawn, and accepted for purchase will
be equal to €1,000.
In addition to the Total Euro Notes
Consideration, Holders whose Euro Notes are accepted for purchase
by us will be paid the accrued and unpaid interest on such Euro
Notes from the last interest payment date (which is May 15, 2023)
up to, but not including, the Settlement Date for the Euro Notes
Offer, which is expected to be May 26, 2023 (the “Euro Notes
Accrued Coupon Payment” and, together with the Dollar Notes Accrued
Coupon Payment, the “Accrued Coupon Payment”).
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.
Each Offer is subject to certain conditions,
including, among other things, with respect to the Offers for the
Dollar Notes, the Dollar Notes Financing Condition and, with
respect to the Offer for the Euro Notes, the Euro Notes Financing
Condition, and certain customary conditions. Subject to applicable
law and limitations described in the Offer to Purchase, we may
waive any of the conditions in our sole discretion.
Our obligation to accept and pay for any Dollar
Notes validly tendered and not validly withdrawn is conditioned on
the successful completion, after the date hereof and prior to the
Settlement Date for the Dollar Notes Offer, of the New Dollar Notes
Offering on terms and resulting in receipt of net proceeds
satisfactory to us (the “Dollar Notes Financing Condition”).
Our obligation to accept and pay for any Euro
Notes validly tendered and not validly withdrawn is conditioned on
the successful completion, after the date hereof and prior to the
Settlement Date for the Euro Notes Offer, of the New Notes
Offerings on terms and resulting in receipt of net proceeds
satisfactory to us (the “Euro Notes Financing Condition”).
From time to time after the applicable
Expiration Date, we or our affiliates may acquire Notes that are
not purchased in the Offers through open market purchases,
privately negotiated transactions, tender offers, exchange offers,
redemptions, satisfaction and discharge or otherwise, upon such
terms and at such prices as we or our affiliates may determine or
as may be provided for in each Indenture or other documents
governing each series of Notes (which may be on terms more or less
favorable from those contemplated in the Offers and, in either
case, could be for cash or other consideration).
For further details on the procedures for
tendering the Notes, please refer to the Offer to Purchase,
including the procedures set out under the heading “Description of
the Offers—Procedures for Tendering Notes” in the Offer to
Purchase.
We have retained Wells Fargo Securities, LLC to
act as the Dealer Manager for the Dollar Notes Offer (the “Dollar
Notes Dealer Manager”) and J.P. Morgan SE to act as the Dealer
Manager for the Euro Notes Offer (the “Euro Notes Dealer Manager”
and, together with the Dollar Notes Dealer Manager, 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) or (704) 410-4759 (collect) or via the email address
liabilitymanagement@wellsfargo.com for the Dollar Notes Offer or
J.P. Morgan SE at +44 20 7134 4353 or via the email address
liability_management_EMEA@jpmorgan.com for the Euro Notes
Offer.
D.F. King has been appointed as information
agent and tender agent (the “Information Agent and Tender Agent”)
in connection with the Offers. Questions or requests for assistance
in connection with the Offers or the delivery of Tender
Instructions, 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 +44 20 7920 9700 (collect), or via e-mail at owens@dfking.com.
You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offers. 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.
Holders are advised to read carefully
the Offer to Purchase for full details of and information on the
procedures for participating in the Offer, as
applicable.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold the
Notes when such intermediary would require to receive instructions
from a Holder in order for that the Holder to be able to
participate in the Offers before the deadlines specified above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.
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.
DISCLAIMER This announcement
must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is
made with respect to any Offers. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial, legal and tax advice, including as to any tax
consequences, immediately from your broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Offers.
None of the Companies, the Dealer Managers, the
Trustees, the Transfer Agent, the Registrar, the Paying Agents, the
Tender Agent or the Information Agent or any of their respective
directors, officers, employees, agents or affiliates makes any
recommendation as to whether or not Holders should tender their
Notes in the Offers.
None of the Companies, the Dealer Managers, the
Trustees, the Transfer Agent, the Registrar, the Paying Agents, the
Tender Agent or the Information Agent or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information
concerning the Companies, the Notes, or the Offers contained in
this announcement or in the Offer to Purchase. None of the
Companies, the Dealer Managers, the Trustees, the Transfer Agent,
the Registrar, the Paying Agents, the Tender Agent, the Information
Agent or any of their respective directors, officers, employees,
agents or affiliates is acting for any Holder, or will be
responsible to any Holder for providing any protections which would
be afforded to its clients or for providing advice in relation to
the Offers, and accordingly none of the Companies, the Dealer
Managers, the Trustee, the Transfer Agent, the Registrar, the
Paying Agents, the Tender Agent, the Information Agent or any of
their respective directors, officers, employees, agents or
affiliates assumes any responsibility for any failure by the
Companies to disclose information with regard to the Companies or
Notes which is material in the context of the Offers and which is
not otherwise publicly available.
General
This announcement is for informational purposes
only. Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, as applicable, constitutes an
offer to sell or buy any of the New Notes pursuant to the New Notes
Offerings, 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
Offer 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 Offer 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 Offer 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
Offer to Purchase in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Offer
to Purchase comes are required by us, the Dealer Managers, the
Information Agent and Tender 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 Offer 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
Offer 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 Offer 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.
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 OI 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.
Contacts
Chris Manuel Vice President of Investor
Relations 567-336-2600 Chris.Manuel@o-i.com
- OBGC OFFER TO PURCHASE FOR CASH ANY AND ALL 5.875% SENIOR NOTES
DUE 2023 AND OIEG OFFER TO PURCHASE FOR CASH ANY AND ALL 3.125%
SENIOR NOTES DUE 2024
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