FOR IMMEDIATE RELEASE
Pricing of Dollar Notes Offering
O-I Glass, Inc. (the “Company”) announced that
Owens-Brockway Glass Container Inc. (“OBGC”), an indirect wholly
owned subsidiary of the Company, priced a private offering (the
“OBGC Offering”) of $690 million aggregate principal amount of its
7.250% senior notes due 2031 (the “Dollar Notes”) at par, which
represents an increase of $190 million from the previously
announced aggregate offering size. The net proceeds to OBGC from
the OBGC Offering are expected to be approximately $682.4 million,
after deducting commissions but before offering expenses payable by
OBGC. OBGC’s obligations under the Dollar 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. The OBGC Offering is
expected to close on May 25, 2023, subject to the satisfaction of
customary closing conditions.
OBGC expects to use the net proceeds from the OBGC Offering to
purchase any and all of OBGC’s remaining $250 million aggregate
principal amount of outstanding 5.875% Senior Notes due 2023 (the
“2023 Notes”) pursuant to the previously announced tender offer for
the 2023 Notes (the “2023 Notes Tender Offer”), and any remaining
net proceeds received from the OBGC Offering, after giving effect
to the use of net proceeds from the OBGC Offering to fund the 2023
Notes Tender Offer, if any, and net proceeds received from the
concurrent OIEG Offering (as defined below), together with cash on
hand, to purchase any and all of the outstanding 2024 Notes (as
defined below) tendered in the 2024 Notes Tender Offer (as defined
below). OBGC intends to use the incremental net proceeds from the
increase in offering size to fund the repayment or repurchase of
near term debt maturities. In addition, OBGC intends to allocate an
amount equal to the net proceeds received from the OBGC Offering to
finance and/or refinance new and/or existing Eligible Green
Projects.
“Eligible Green Projects” include:
- Projects and investments aimed at increasing utilization of
renewable energy;
- Investments in energy efficient solutions in offices, plants
and warehouse;
- Use of new technologies aimed at reducing potable water
consumption in the manufacturing process;
- Projects, investments, and R&D aimed at improving the
production technologies and processes in manufacturing facilities,
and facilitating the use of alternative resources;
- Projects aimed at increasing the circularity of products and
inputs, including waste collection and/or glass recycling
processing facilities; and
- Projects aimed at decreasing the use of raw material, and using
sustainable raw material to produce environmentally friendly
products.
Pricing of Euro Notes Offering
The Company also announced that OI European Group B.V. (“OIEG”),
an indirect wholly owned subsidiary of the Company, priced a
private offering (the “OIEG Offering”) of €600 million aggregate
principal amount of its 6.250% senior notes due 2028 (the “Euro
Notes” and, together with the Dollar Notes, the “Notes”) at par,
which represents an increase of €100 million from the previously
announced aggregate offering size. The net proceeds to OIEG from
the OIEG Offering are expected to be approximately €593.4 million
(approximately $646.8 million based on the March 31, 2023 exchange
rate of €1.00=$1.09), after deducting commissions but before
offering expenses payable by OIEG. OIEG’s obligations under the
Euro Notes will be guaranteed on a joint and several basis by OI
Group, OBGC and certain U.S. domestic subsidiaries of OI Group that
are guarantors under OI Group’s credit agreement. The OIEG Offering
is expected to close on May 25, 2023, subject to the satisfaction
of customary closing conditions.
OIEG expects to use the net proceeds from the OIEG Offering,
together with net proceeds received from the OBGC Offering, after
giving effect to the use of net proceeds from the OBGC Offering to
fund the 2023 Notes Tender Offer, if any, and cash on hand, to
purchase any and all of the outstanding €725 million aggregate
principal amount (approximately $790 million based on the March 31,
2023 exchange rate of €1.00 = $1.09) of OIEG’s outstanding 3.125%
Senior Notes due 2024 (the “2024 Notes” and, together with the 2023
Notes, the “Tender Offer Notes”) pursuant to the previously
announced tender offer for the 2024 Notes (the “2024 Notes Tender
Offer”). In addition, OIEG intends to allocate an amount equal to
the net proceeds received from the OIEG Offering to finance and/or
refinance new and/or existing Eligible Green Projects.
The 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 are being offered only to
persons reasonably believed to be 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 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
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 news release is for
informational purposes only and shall not constitute a notice of
tender offer or redemption for the Tender Offer Notes or an offer
to sell or the solicitation of an offer to buy the 2023 Notes, the
2024 Notes, the Notes or the guarantees or any other securities,
nor shall there be any sale of the 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.
Any offer of the Notes in any Member State of the European
Economic Area will be made pursuant to an exemption under
Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)
from the requirement to publish a prospectus for offers of
securities. MiFID II and UK MiFIR professionals/ECPs-only / No
PRIIPs KID or UK PRIIPs KID – Manufacturer target market (MIFID II
and UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs or
UK PRIIPs key information document (“KID”) has been or will be
prepared as not available to retail investors in the European
Economic Area or the UK.
In the United Kingdom, this announcement and any other material
in relation to the Notes are being distributed only to, and are
directed only at, persons who are “qualified investors” (as defined
in Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “UK
Prospectus Regulation”)) who are (i) persons having professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”), or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order, or (iii) persons to whom it would otherwise be lawful to
distribute it, all such persons together being referred to as
“Relevant Persons”. In the United Kingdom, the Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only
with, Relevant Persons. Any person in the United Kingdom that is
not a Relevant Person should not act or rely on this announcement
or its contents. The Notes are not being offered to the public in
the United Kingdom.
About O-I 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.
Forward-Looking Statements
This press release contains “forward-looking” statements related
to the Company 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. 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 general political,
economic and competitive conditions in markets and countries where
the Company 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)
the Company’s ability to improve its glass melting technology,
known as the MAGMA program, and implement it within the timeframe
expected, (6) unanticipated operational disruptions, including
higher capital spending, (7) the failure of the Company’s joint
venture partners to meet their obligations or commit additional
capital to the joint venture, (8) 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, and achieving
cost savings, (9) 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, (10) the Company’s
ability to generate sufficient future cash flows to ensure the
Company’s goodwill is not impaired, (11) the Company’s ability to
achieve its strategic plan, (12) unanticipated expenditures with
respect to data privacy, environmental, safety and health laws,
(13) 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,
(14) changes in capital availability or cost, including interest
rate fluctuations and the ability of the Company 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 the other risk factors discussed
in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 and any subsequently filed Quarterly Reports on
Form 10-Q or the Company’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 press release are based on
certain assumptions and analyses made by the Company 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 the Company continually reviews trends and uncertainties
affecting the Company’s results or operations and financial
condition, the Company does not assume any obligation to update or
supplement any particular forward-looking statements contained in
this press release.
SOURCE: O-I Glass, Inc.
- Owens-Brockway Glass Container Inc. and OI European Group B.V.
Announce Upsizing and Pricing of Private Green Bond Offerings
For more information, contact:
Chris Manuel
Vice President of Investor Relations
567-336-2600
Chris.Manuel@o-i.com
OI Glass (NYSE:OI)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
OI Glass (NYSE:OI)
Historical Stock Chart
Von Mai 2023 bis Mai 2024