FOR IMMEDIATE RELEASE
O-I Glass, Inc. (NYSE: OI) (the “Company” or “OI
Glass”) announced today that Owens-Brockway Glass
Container Inc., a Delaware corporation and an indirect wholly
owned subsidiary of the Company (“OBGC,” “we,” “us” and “our”),
priced its previously announced offer to purchase for cash any and
all (the “Offer”) of OBGC’s outstanding $250 million aggregate
principal amount of its 5.875% Senior Notes due 2023 (the “Dollar
Notes”).
The Offer has been made upon the terms and
subject to the conditions set forth in the offer to purchase, dated
May 11, 2023 (as may be amended or supplemented from time to time,
the “Offer to Purchase”), and its accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery” and, together with
the Offer to Purchase, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offer to Purchase.
The table below sets forth the Total
Consideration for the Dollar Notes, as described in the Offer to
Purchase:
TABLE I: NOTES SUBJECT TO THE
OFFER
Title of Notes |
CUSIP
Numbers/ISINs |
Principal Amount Outstanding |
UST Reference Security |
Bloomberg Reference Page |
Dollar Notes Reference
Yield(1) |
Fixed Spread (bps) |
Total
Consideration(2) |
5.875% Senior Notes due 2023 |
CUSIPs: 69073TAR4 / U68337AK7ISINs: US69073TAR41 /
USU68337AK75 |
$250,000,000 |
0.125% UST due August 15, 2023 |
FIT3 |
5.401% |
50 |
$999.73 |
(1 |
) |
The Dollar Notes Reference Yield is based on the bid-side price of
the UST Reference Security as quoted on Bloomberg Reference Page
FIT3 at 2:00 p.m., New York City time, today, as described in the
Offer to Purchase. |
(2 |
) |
Per $1,000 principal amount of Dollar Notes validly tendered at or
prior to the Expiration Date or the Guaranteed Delivery Date
pursuant to the Guaranteed Delivery Procedures and not validly
withdrawn and accepted for purchase (and subject to the Dollar
Authorized Denomination). Does not include the Accrued Coupon
Payment (as defined below). |
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, Holders who (i) validly tender
Dollar Notes at or prior to the Expiration Date (and do not validly
withdraw such Dollar Notes at or prior to the Withdrawal Date) or
(ii) deliver a properly completed and duly executed Notice of
Guaranteed Delivery (or comply with ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tender their Dollar Notes at or
prior to the Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures, and, in each case, whose Dollar Notes are
accepted for purchase by us, will receive the Total Consideration
specified above for each $1,000 principal amount of Dollar Notes,
which will be payable in cash.
In addition to the Total Consideration, Holders
whose Dollar Notes are accepted for purchase by us will be paid the
accrued and unpaid interest on such Dollar Notes from the last
interest payment date (which was February 15, 2023) up to, but not
including, the Settlement Date for the Offer, which is expected to
be May 26, 2023 (the “Accrued Coupon Payment”). Interest will cease
to accrue on the Settlement Date for all Dollar Notes accepted in
the Offer, including those tendered through the Guaranteed Delivery
Procedures.
The Offer will expire at 5:00 p.m. (New York
City time) on May 23, 2023 (as the same may be extended with
respect to the Offer, the “Expiration Date”). Tendered Dollar Notes
may be withdrawn at any time prior to 5:00 p.m. (New York City
time), on May 23, 2023 with respect to the Offer (as the same may
be extended with respect to the Offer, the “Withdrawal Date”), but
not thereafter, except as required by applicable law as described
in the Offer to Purchase.
All documentation relating to the Offer,
including the Offer to Purchase and the Notice of Guaranteed
Delivery, together with any updates, are available from D.F. King,
the Information Agent and the Tender Agent in connection with the
Offer (the “Information Agent and Tender Agent”), as set forth
below, and will also be available via the Offer Website:
https://www.dfking.com/owens-brockway.
For further details on the procedures for
tendering the Dollar Notes, please refer to the Offer to Purchase,
including the procedures set out under the heading “Description of
the Offers—Procedures for Tendering Notes” in the Offer to
Purchase.
We have retained Wells Fargo Securities, LLC to
act as the Dealer Manager in connection with the Offer (the “Dealer
Manager”). Questions regarding terms and conditions of the Offer
should be directed to the Dealer Manager at (704) 410-4759
(collect), (866) 309-6316 (toll free) or
liabilitymanagement@wellsfargo.com.
Questions or requests for assistance in
connection with the Offer or the delivery of Tender Instructions,
or for additional copies of the Tender Offer Documents, may be
directed to the Information Agent and Tender Agent at +1 (800)
714-3306 (toll free), +1 (212) 269-5550 (collect), or via e-mail at
owens@dfking.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offer. The Tender Offer Documents can be accessed at
the Offer Website: https://www.dfking.com/owens-brockway.
We reserve the right, in our sole
discretion, not to accept any Tender Instructions, not to purchase
any Dollar Notes or to extend,
re-open, withdraw or terminate the
Offer and to amend or waive any of the terms and conditions
of the Offer in any manner,
subject to applicable laws and regulations.
Holders are advised to read carefully the Offer to
Purchase for full details of and information on the procedures for
participating in the Offer.
Unless stated otherwise, announcements in
connection with the Offer will be made available on our website at
www.o-i.com. Such announcements may also be made by (i) the issue
of a press release and (ii) the delivery of notices to DTC for
communication to Direct Participants.
Copies of all such announcements, press releases
and notices can also be obtained from the Information Agent and
Tender Agent, the contact details for whom are set out below.
Significant delays may be experienced where notices are delivered
to DTC and Holders are urged to contact the Information Agent and
Tender Agent for the relevant announcements relating to the Offer.
In addition, all documentation relating to the Offer to Purchase,
together with any updates, will be available via the Offer Website:
www.dfking.com/owens-brockway.
DISCLAIMER This announcement
must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial, legal and tax advice, including as to any tax
consequences, immediately from your broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Dollar Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offer.
None of OBGC, the Dealer Manager, the Trustee,
the Tender Agent or the Information Agent or any of their
respective directors, officers, employees, agents or affiliates
makes any recommendation as to whether or not Holders should tender
their Dollar Notes in the Offer.
None of OBGC, the Dealer Manager, the Trustee,
the Tender Agent or the Information Agent or any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning OBGC, the Dollar Notes, or the Offer
contained in this announcement or in the Offer to Purchase. None of
OBGC, the Dealer Manager, the Trustee, the Tender Agent, the
Information Agent or any of their respective directors, officers,
employees, agents or affiliates is acting for any Holder, or will
be responsible to any Holder for providing any protections which
would be afforded to its clients or for providing advice in
relation to the Offer, and accordingly none of OBGC, the Dealer
Manager, the Trustee, the Tender Agent, the Information Agent or
any of their respective directors, officers, employees, agents or
affiliates assumes any responsibility for any failure by the
Company or OBGC to disclose information with regard to OBGC or the
Dollar Notes which is material in the context of the Offer and
which is not otherwise publicly available.
General
This announcement is for informational purposes
only. This announcement is not an offer to purchase or a
solicitation of an offer to purchase the Dollar Notes or any other
securities of OBGC or any of its subsidiaries or any notes or other
securities of OI European Group B.V. The Offer is being made solely
pursuant to the Offer to Purchase. The Offer is not being made to
Holders of Dollar Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of OBGC by the Dealer Manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
No action has been or will be taken in any
jurisdiction that would permit the possession, circulation or
distribution of either this announcement, the Offer to Purchase or
any material relating to us or the Dollar Notes in any jurisdiction
where action for that purpose is required. Accordingly, neither
this announcement, the Offer to Purchase nor any other offering
material or advertisements in connection with the Offer may be
distributed or published, in or from any such country or
jurisdiction, except in compliance with any applicable rules or
regulations of any such country or jurisdiction.
The distribution of this announcement and the
Offer to Purchase in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Offer
to Purchase comes are required by us, the Dealer Manager, the
Information Agent and Tender Agent to inform themselves about, and
to observe, any such restrictions.
Neither this announcement nor the Offer to
Purchase, or the electronic transmission thereof, as applicable,
constitutes an offer to sell or buy any securities, a solicitation
for acceptance of the Offer or a notice of redemption under the
indenture governing the Dollar Notes. The Offer is not being made
in any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such offer or solicitation under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions may be restricted by law. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by the Dealer Manager or such affiliate (as
the case may be) on behalf of OBGC in such jurisdiction.
Each Holder participating in the Offer will give
certain representations in respect of the jurisdictions referred to
above and generally as set out herein. Any tender of Dollar Notes
pursuant to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of OBGC, the Dealer
Manager, the Tender Agent and Information Agent reserves the right,
in its absolute discretion, to investigate, in relation to any
tender of Dollar Notes pursuant to the Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result OBGC determines (for
any reason) that such representation is not correct, such tender
shall not be accepted.
Forward-Looking Statements
This announcement may contain “forward-looking”
statements as defined under U.S. securities laws. Forward-looking
statements reflect OI Glass’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 Glass’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 OI Glass 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) OI Glass’s
ability to improve its glass melting technology, known as the
modular advanced glass manufacturing asset (“MAGMA”) program, and
implement it within the timeframe expected; (6) unanticipated
operational disruptions, including higher capital spending; (7) the
failure of OI Glass’s joint venture partners to meet their
obligations or commit additional capital to the joint venture; (8)
OI Glass’s ability to manage its cost structure, including its
success in implementing restructuring or other plans aimed at
improving OI Glass’s operating efficiency and working capital
management, and achieving cost savings; (9) OI Glass’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) OI Glass’s
ability to generate sufficient future cash flows to ensure OI
Glass’s goodwill is not impaired; (11) OI Glass’s ability to
achieve its strategic plan; (12) unanticipated expenditures with
respect to data privacy, environmental, safety and health laws;
(13) the ability of OI Glass 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 OI Glass 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 (19) the other risk factors
under “Risk factors” in OI Glass’s Annual Report on Form 10-K
for the year ended December 31, 2022 and any subsequently
filed Quarterly Report on Form 10-Q or 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 announcement
are based on certain assumptions and analyses made by OI Glass 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 OI Glass continually reviews trends and uncertainties
affecting OI Glass’s results of operations and financial condition,
we and OI Glass do not assume any obligation to update or
supplement any particular forward-looking statements contained in
this announcement.
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.
Contacts
Chris Manuel Vice President of Investor
Relations 567-336-2600 Chris.Manuel@o-i.com
- Owens-Brockway Glass Container Inc. Announces Pricing of Debt
Tender Offer
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