ITEM 7.01. REGULATION
FD DISCLOSURE.
On November 5, 2019, Owens-Illinois
Group, Inc. (“OI Group”), the wholly owned subsidiary of Owens-Illinois, Inc., issued a press release (the “Press
Release”) announcing that OI European Group B.V. (“OI Europe”), an indirect wholly owned subsidiary of OI Group,
intends to offer, subject to market and other conditions, in a private offering €300 million aggregate principal amount of
senior notes due 2025, to be guaranteed by OI Group and certain U.S. domestic subsidiaries of OI Group that are guarantors under
OI Group’s credit agreement. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
OI Europe’s obligations under the
senior notes will be unsecured and guaranteed on a joint and several basis by OI Group and certain U.S. domestic subsidiaries of
OI Group that are guarantors under OI Group’s credit agreement. The senior notes will be issued pursuant to an indenture
that will contain covenants which, among other things, restrict the ability of OI Group and its subsidiaries to incur liens, engage
in certain sale and leaseback transactions and consolidate, merge or sell all or substantially all of OI Group’s assets.
The senior notes and the guarantees have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities
laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain
non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Unless so registered,
the senior notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws. Prospective purchasers that are qualified institutional
buyers are hereby notified that the seller of the senior notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A.
The information contained in this Item 7.01
is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the senior
notes or the guarantees, nor shall there be any sale of the senior notes and the guarantees in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state.
The information contained in this Item 7.01
is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section or Sections 11 and 12(a)(2) of the Securities Act and such information shall not be deemed incorporated by reference
into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains
“forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A
of the Securities Act of 1933. Forward-looking statements reflect OI Group’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 Group’s future financial performance
may differ from expectations due to a variety of factors including, but not limited to the following: (1) foreign currency fluctuations
relative to the U.S. dollar, (2) changes in capital availability or cost, including interest rate fluctuations and the ability
of OI Group to refinance debt at favorable terms, (3) the general political, economic and competitive conditions in markets and
countries where OI Group has operations, including uncertainties related to Brexit, economic and social conditions, disruptions
in the supply chain, competitive pricing pressures, inflation or deflation, and changes in tax rates and laws, (4) OI Group’s
ability to generate sufficient future cash flows to ensure OI Group’s goodwill is not impaired, (5) consumer preferences
for alternative forms of packaging, (6) cost and availability of raw materials, labor, energy and transportation, (7) OI Group’s
ability to manage its cost structure, including its success in implementing restructuring or other plans aimed at improving OI
Group’s operating efficiency and working capital management, achieving cost savings, and remaining well-positioned to address
OI Group’s legacy liabilities, (8) consolidation among competitors and customers, (9) OI Group’s ability to acquire
or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from
such acquisitions, divestitures or expansions, (10) unanticipated expenditures with respect to data privacy, environmental, safety
and health laws, (11) unanticipated operational disruptions, including higher capital spending, (12) OI Group’s ability to
further develop its sales, marketing and product development capabilities, (13) the failure of OI Group’s joint venture partners
to meet their obligations or commit additional capital to the joint venture, (14) the ability of OI Group 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, (15) changes in U.S. trade policies, (16) OI Group’s ability to achieve its strategic plan, and the other risk
factors discussed in OI Group’s Annual Report on Form 10-K for the year ended December 31, 2018 and any subsequently filed
Quarterly Reports on Form 10-Q or OI Group’s 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 Current Report on Form 8-K are based on certain
assumptions and analyses made by OI Group 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. OI Group’s forward-looking
statements speak only as of the date made. While OI Group continually reviews trends and uncertainties affecting OI Group’s
results of operations and financial condition, OI Group does not assume any obligation to update or supplement any particular forward-looking
statements contained in this Current Report on Form 8-K.