OI OI Glass Inc

On July 15, 2020, Owens-Illinois Holding (Australia) Pty Ltd (the “Seller”), an Australian corporation and a wholly owned subsidiary of O-I Glass, Inc., a Delaware corporation (the “Company”), entered into a Share Sale Deed (the “SSD”) by and among the Seller, Visy Glass (Australasia) Pty Ltd (the “Buyer”), the Company, as guarantor and indemnitor of the Seller’s performance and payment obligations under the SSD, and Visy Industries Holdings Pty Ltd, as guarantor of the Buyer’s performance and payment obligations under the SSD, pursuant to which the Company has agreed to sell its Australia and New Zealand business unit (the “ANZ Business”) to the Buyer through the sale of all of the shares the Seller owns in ACI Packaging Services Pty Ltd (the “Disposed Company”), an Australian corporation wholly owned by the Seller. In connection with the sale of the ANZ Business, O-I Operations (Australia) Pty Ltd, a subsidiary of the Disposed Company (“OIO Australia”), entered into a sale and leaseback arrangement with certain funds of Charter Hall Group with respect to sites currently owned by the ANZ Business (the “Sale and Leaseback,” and together with the sale of the ANZ Business, the “ANZ Transactions”). Gross proceeds to the Company from the ANZ Transactions will approximate AUD $947 million.

Subject to the terms and conditions of the SSD, the Buyer has agreed to purchase all of the shares the Seller owns in the Disposed Company (the “Transaction”). The purchase price for the Transaction is approximately AUD $733 million, subject to customary adjustments set forth in the SSD, including adjustments based on the net working capital and net indebtedness at closing of the Disposed Company and its subsidiaries (the “Disposed Segment”) (as so adjusted, the “Purchase Price”). Payment of a portion of the Purchase Price is deferred until the earlier of the first anniversary of completion of the Transaction and the sale of certain properties by the Disposed Segment.

The completion of the Transaction is subject to customary closing conditions, including, among others (i) required consents being obtained (and no termination notices having been given) under certain specified business contracts, (ii) completion of the transfer out of the Disposed Segment of a dormant company and an Indonesian company, and certain other internal restructuring steps, (iii) there having occurred no material adverse change or significant (subject to value thresholds) damage to specified properties, and (iv) completion of the Sale and Leaseback. The Transaction is not subject to a financing condition. The Transaction is expected to close by August 31, 2020, subject to satisfaction of the foregoing conditions, among other things.

The SSD contains customary warranties (given on an indemnity basis) and covenants related to the ANZ Business and the Transaction, and certain indemnities as to tax and other specific items. The Seller’s liability is limited in a customary manner, and warranty and indemnity insurance has been obtained by the Buyer against which first recourse is to be had by the Buyer in respect of the majority of warranties given by the Seller.

Between the date of the SSD and the completion of the Transaction, the Company has agreed to conduct the ANZ Business in the ordinary course of business consistent with past practices and has agreed to certain other operating covenants with respect to the ANZ Business as set forth more fully in the SSD.

The SSD contains a customary non-competition provision limiting the Seller and the Company’s ability to conduct certain business in Australia and New Zealand for a period of up to five years following completion of the Transaction. The SSD includes customary termination provisions, including if the closing of the Transaction has not occurred by November 15, 2020.

The foregoing description of the SSD does not purport to be complete and is qualified in its entirety by reference to the complete text of the SSD. A copy of the SSD is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The warranties, covenants and indemnities set forth in the SSD have been made only for the purposes of the SSD and solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the SSD instead of establishing these matters as facts. In addition, such representations and warranties were made only as of the dates specified in the SSD and information regarding the subject matter thereof may change after the date of the SSD. Accordingly, the SSD is included with this filing only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Disposed Segment or the ANZ Business, or the Company or its business, as of the date of the SSD or as of any other date. Investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were made only as of a specific date, were negotiated by the parties and are modified in important part by the underlying disclosure schedules. In addition, certain warranties, covenants and indemnities may be subject to a contractual standard of materiality different from what might be viewed as material to security holders.