|
|
ITEM 7.01.
|
REGULATION FD DISCLOSURE.
|
On May 6, 2020, O-I Glass, Inc. (the
“Company”) issued a press release (the “Press Release”) announcing that Owens-Brockway Glass Container
Inc. (“OB Glass”), an indirect wholly owned subsidiary of the Company, intends to offer, subject to market and other
conditions, $500 million aggregate principal amount of senior notes due 2027 in a private offering to eligible purchasers under
Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). OB Glass’s
obligations under the senior notes will be guaranteed on a joint and several basis by Owens-Illinois Group, Inc. (“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.
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 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 Exchange Act and Section 27A of the Securities Act. 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 Company’s ability
to obtain the benefits it anticipates from the Corporate Modernization, (2) risks inherent in, and potentially adverse developments
related to, the Chapter 11 bankruptcy proceeding involving the Company’s wholly owned subsidiary Paddock Enterprises, LLC
(“Paddock”), that could adversely affect the Company and the Company’s liquidity or results of operations, including
the impact of deconsolidating Paddock from the Company’s financials, risks from asbestos-related claimant representatives
asserting claims against the Company and potential for litigation and payment demands against us by such representatives and other
third parties, (3) the amount that will be necessary to fully and finally resolve all of Paddock’s asbestos-related claims
and the Company’s obligations to make payments to resolve such claims under the terms of its support agreement with Paddock,
(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 on 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, changes in tax rates and laws, natural disasters and weather, (10)
the impact of COVID-19 and the various governmental, industry and consumer actions related thereto, (11) the Company’s ability
to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (12) consumer preferences for
alternative forms of packaging, (13) cost and availability of raw materials, labor, energy and transportation, (14) consolidation
among competitors and customers, (15) unanticipated expenditures with respect to data privacy, environmental, safety and health
laws, (16) unanticipated operational disruptions, including higher capital spending, (17) the Company’s ability to further
develop its sales, marketing and product development capabilities, (18) the failure of the Company’s joint venture partners
to meet their obligations or commit additional capital to the joint venture, (19) 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, (20) 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, 2019, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2020 and any subsequently filed Quarterly Report on Form 10-Q or the Company’s other filings with the Securities and Exchange
Commission.