FOR IMMEDIATE RELEASE
Owens-Illinois, Inc. (“O-I” or the “Company”) today announced
that, according to information provided by D.F. King, as
information and tabulation agent, each of Owens-Brockway Glass
Container Inc. (“OBGC”) and OI European Group B.V. (“OIEG” and,
together with OBGC, the “Issuers”), each an indirect wholly owned
subsidiary of the Company, has received the Requisite Consents (as
defined below) in its previously announced solicitations (together,
the “Consent Solicitations”) of consents (the “Consents”) to amend
the indentures (collectively, the “Indentures”) governing OBGC’s
5.000% Senior Notes due 2022, OBGC’s 5.875% Senior Notes due 2023,
OBGC’s 5.375% Senior Notes due 2025, OBGC’s 6.375% Senior Notes due
2025, OIEG’s 4.875% Senior Notes due 2021, OIEG’s 4.000% Senior
Notes due 2023 and OIEG’s 3.125% Senior Notes due 2024
(collectively, the “Notes”), upon the terms and subject to the
conditions set forth in the consent solicitation statement dated
December 4, 2019 (“Consent Solicitation Statement”). Each of the
Consent Solicitations expired at 5:00 p.m., New York City time, on
December 11, 2019 (the “Expiration Time”).
The Company also sought and received, from the requisite lenders
thereunder, consent for an amendment to its Third Amended and
Restated Credit Agreement and Syndicated Facility Agreement, dated
June 25, 2019 (the “BCA” and such amendment, the “BCA Amendment”)
among Owens-Illinois Group, Inc. (“O-I Group”), OBGC, OIEG, the
other borrowers party thereto, the lenders from time to time party
thereto and Deutsche Bank AG New York Branch, as administrative
agent and collateral agent. The effectiveness of the BCA Amendment
is subject to certain conditions contained therein. The Company
expects the BCA Amendment to become effective and operative as of
December 13, 2019.
The purpose of the Consent Solicitations and the BCA Amendment
is to facilitate the implementation of the Corporate Modernization
(as defined below), which, if implemented, would be expected to be
completed by the end of 2019. The Corporate Modernization would
include the creation of a new holding company, O-I Glass, Inc.
(“O-I Glass”), which would become the new parent company of O-I and
replace O-I as the public company trading on the New York Stock
Exchange under O-I’s current ticker symbol, “OI,” and the automatic
conversion of each outstanding share of O-I’s common stock into the
right to receive a share of common stock of O-I Glass on a
one-for-one basis (the “Reorganization”). Following the
Reorganization, the old parent company would distribute the capital
stock of OI Group to O-I Glass, as a result of which OI Group would
be a direct wholly owned subsidiary of O-I Glass (the
“Distribution” and, together with the Reorganization and related
transactions, the “Corporate Modernization”).
The Company believes that the Corporate Modernization would
improve the Company’s operating efficiency and cost structure,
while ensuring the Company remains well-positioned to address its
legacy liabilities.
It is not expected that the Corporate Modernization would result
in any change in the public company’s directors, executive
officers, management or business, impact the timing of the
declaration and payment of regular quarterly dividends, nor, from a
credit perspective, affect cash flow support from subsidiaries or
change the credit group for purposes of the senior notes issued by
the Company’s subsidiaries or the BCA. It is intended that the
Corporate Modernization, if implemented, should be a tax-free
transaction for U.S. federal income tax purposes for O-I and O-I’s
stockholders.
The proposed amendments and waivers (the “Proposed Amendments
and Waivers”), as more fully described in the Consent Solicitation
Statement, relate to, but are not conditioned upon, the
implementation of the Corporate Modernization. The Issuers
solicited consents to amend or waive certain provisions in the
Indentures in order to facilitate the implementation of the
Corporate Modernization.
The Consent Solicitations were each subject to customary
conditions, including, among other things, receipt of valid and
unrevoked Consents from the holders of at least a majority in
aggregate principal amount of Notes outstanding under each relevant
Indenture (the “Requisite Consents”) at or prior to the Expiration
Time, as described in the Consent Solicitation Statement. On
December 11, 2019, the Company informed the trustees under each of
the Indentures that the Requisite Consents under each of the
Indentures had been validly delivered and not revoked.
Accordingly, on December 11, 2019, OBGC and OIEG, as applicable,
entered into supplemental indentures (collectively, the
“Supplemental Indentures”) to the relevant Indentures reflecting
the Proposed Amendments and Waivers. Although each
Supplemental Indenture became effective upon its execution and
delivery, the Proposed Amendments and Waivers will not become
operative unless and until the remaining conditions to the relevant
Consent Solicitation (described in the Consent Solicitation
Statement) have been satisfied or waived and the applicable
aggregate cash payment equal to the amount set forth in the table
below (the “Consent Fee”) has been paid with respect to the
relevant series of Notes for which Consents to the Proposed
Amendments and Waivers were validly delivered to the tabulation
agent prior to the relevant Expiration Time. Upon the Proposed
Amendments and Waivers becoming effective and operative, all the
holders of the applicable series of Notes and their respective
transferees will be bound by the terms thereof, even if they did
not deliver Consents to the Proposed Amendments and Waivers.
OBGC Notes |
CUSIP/ISIN |
Consent Fee per US$1,000
Principal Amount |
Outstanding Principal Amount |
5.000% Senior Notes due 2022 |
CUSIP 690872 AA4 (144A)U6S19G AB3 (Reg S) ISIN US690872AA43 (144A)
USU6S19GAB37 (Reg S) |
US$2.50 |
US$500 million |
5.875% Senior Notes due 2023 |
CUSIP 69073T AR4 (144A)U68337 AK7 (Reg S) ISIN US69073TAR41
(144A)USU68337AK75 (Reg S) |
US$2.50 |
US$700 million |
5.375% Senior Notes due 2025 |
CUSIP 690872 AB2 (144A)U6S19G AC1 (Reg S) ISIN US690872AB26
(144A)USU6S19GAC10 (Reg S) |
US$2.50 |
US$300 million |
6.375% Senior Notes due 2025 |
CUSIP 69073T AS2 (144A)U68337 AL5 (Reg S) ISIN US69073TAS24
(144A)USU68337AL58 (Reg S) |
US$2.50 |
US$300 million |
OIEG Notes |
CUSIP/ISIN/Common Code |
Consent Fee per €1,000 or
US$1,000 Principal Amount
(as applicable) |
Outstanding Principal Amount |
4.875% Senior Notes due 2021 |
ISIN XS0908232134 (144A)XS0908230781 (Reg S) |
€2.50 |
€1181 million |
4.000% Senior Notes due 2023 |
CUSIP 67777L AC7 (144A)N6704R AH4 (Reg S) ISIN US67777LAC72
(144A)USN6704RAH41 (Reg S) |
US$2.50 |
US$310 million |
3.125% Senior Notes due 2024 |
ISIN XS1405766038 (144A)XS1405765907 (Reg S) |
€2.50 |
€725 million |
- Represents the aggregate principal amount of
outstanding OIEG 4.875% 2021 Notes as of the date hereof. On
November 22, 2019, OIEG redeemed €212 million aggregate principal
amount of the €330 million aggregate principal amount of OIEG
4.875% 2021 Notes outstanding prior to such partial redemption. As
a result, a pool factor of 35.757575759% applies to the OIEG 4.875%
2021 Notes, and the relevant Consent Fee payable with respect to
the OIEG 4.875% 2021 Notes shall be based on the amount of
outstanding OIEG 4.875% 2021 Notes after giving effect to such pool
factor.
The Issuers each expect to make payment of the relevant Consent
Fees on or about December 13, 2019.
Wells Fargo Securities, LLC acted as solicitation agent and D.F.
King acted as information and tabulation agent in connection with
the Consent Solicitations.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell the Notes and is not a
solicitation of Consents to the Proposed Amendments and Waivers
with respect to the relevant Indentures. The Consent Solicitations
were made solely on the terms and subject to the conditions set
forth in the Consent Solicitation Statement. The solicitations of
Consents were not made in any jurisdiction in which, or to, or from
any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or “blue
sky” laws.
Copies of the Consent Solicitation Statement and other documents
related to the Consent Solicitations are available on the consent
website: https://sites.dfkingltd.com/oi.
This announcement contains inside information by
the Company and OI European Group B.V. under Regulation (EU)
596/2014 (16 April 2014).
###About O-I
At Owens-Illinois, Inc. (NYSE: OI), we love
glass and we’re proud to make more of it than any other glass
bottle or jar producer in the world. We love that it’s beautiful,
pure and completely recyclable. With global headquarters in
Perrysburg, Ohio, we are the preferred partner for many of the
world’s leading food and beverage brands. Working hand and hand
with our customers, we give our passion and expertise to make their
bottles iconic and help build their brands around the world. With
more than 26,500 people at 78 plants in 23 countries, O-I has a
global impact, achieving revenues of $6.9 billion in 2018. For more
information, visit o-i.com.
### Forward-Looking Statements
This press release contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Section 27A of the Securities
Act of 1933. These forward-looking statements relate to a variety
of matters, including, without limitation, statements regarding the
approval, consummation and potential impact of the Corporate
Modernization. Forward-looking statements reflect the Company’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 that the Company’s future financial performance
may differ from expectations due to a variety of factors including,
but not limited to the following: (1) the anticipated timing of the
implementation and consummation of the Corporate Modernization, (2)
the potential impact of the Corporate Modernization on the
Company’s branding and business, (3) the potential costs of the
Corporate Modernization, (4) the Company’s ability to manage its
cost structure, including its success in implementing restructuring
or other plans aimed at improving the Company’s operating
efficiency and working capital management, achieving cost savings,
and remaining well-positioned to address the Company’s legacy
liabilities, (5) the Company’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, (6) the Company’s ability
to achieve its strategic plan, (7) foreign currency fluctuations
relative to the U.S. dollar, (8) changes in capital availability or
cost, including interest rate fluctuations and the ability of the
Company to refinance debt at favorable terms, (9) the general
political, economic and competitive conditions in markets and
countries where the Company 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, (10) the Company’s
ability to generate sufficient future cash flows to ensure the
Company’s goodwill is not impaired, (11) consumer preferences for
alternative forms of packaging, (12) cost and availability of raw
materials, labor, energy and transportation, (13) consolidation
among competitors and customers, (14) unanticipated expenditures
with respect to data privacy, environmental, safety and health
laws, (15) unanticipated operational disruptions, including higher
capital spending, (16) the Company’s ability to further develop its
sales, marketing and product development capabilities, (17) the
failure of the Company’s joint venture partners to meet their
obligations or commit additional capital to the joint venture, (18)
the ability of the Company 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, (19)
changes in U.S. trade policies, and the other risk factors
discussed in the Company’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 the Company’s other filings with the
Securities and Exchange Commission.
SOURCE: Owens-Illinois, Inc.
For further information, please contact:
Chris Manuel Vice President, Investor Relations 567-336-2600
chris.manuel@o-i.com
- O-I Announces Receipt of Requisite Consents and Expiration of
Consent Solicitations Related to Corporate Modernization
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