FOR IMMEDIATE RELEASE
For more information, contact:
David Johnson
Vice President, Investor Relations
Perrysburg, Ohio, US
567-336-2600
dave.johnson@o-i.com
Owens-Brockway
Glass Container Inc. Launches Private Offering of $1.0 Billion of
Senior Notes
PERRYSBURG, Ohio (August 11, 2015) -
Owens-Illinois, Inc. (NYSE: OI) ("OI Inc.") announced today
that Owens-Brockway Glass Container Inc. ("OBGC"), an indirect
wholly owned subsidiary of OI Inc., intends to offer, subject to
market and other conditions, a total of $1.0 billion aggregate
principal amount of senior notes due 2023 and senior notes due 2025
in a private offering to eligible purchasers under Rule 144A
and Regulation S of the Securities Act of 1933, as amended (the
"Securities Act"). OBGC's obligations under the senior notes will
be guaranteed on a joint and several basis by Owens-Illinois
Group, Inc. ("OI Group"), a direct wholly owned subsidiary of
OI Inc. and an indirect parent of OBGC, and the domestic
subsidiaries of OI Group that are guarantors under OI Group's
credit agreement.
OBGC expects to use the net proceeds from the
private offering to fund, in part, its previously announced
acquisition of the food and beverage glass containers business of
Vitro, S.A.B. de C.V. and its subsidiaries as conducted in the
United States, Mexico and Bolivia (the "Vitro Acquisition") and to
pay related fees and expenses. The private offering of senior notes
will be consummated prior to the consummation of the Vitro
Acquisition. Concurrently with the closing of the private offering,
the gross proceeds from the sale of the senior notes will be
deposited into an escrow account until the consummation of the
Vitro Acquisition.
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.
This news release 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.
###
Forward Looking Statements
This document contains "forward-looking
statements," as defined by federal securities laws. 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 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 consummate the Vitro Acquisition on a timely
basis or at all, (2) risks associated with governmental approvals
of the Vitro Acquisition, (3) the Company's ability to integrate
the Vitro Business in a timely and cost effective manner, to
maintain on existing terms the permits, licenses and other
approvals required for the Vitro Business to operate as currently
operated, and to realize the expected synergies from the Vitro
Acquisition, (4) risks associated with the significant transaction
costs and additional indebtedness that the Company expects to incur
in financing the Vitro Acquisition, (5) the Company's ability to
realize expected growth opportunities and cost savings from the
Vitro Acquisition, (6) foreign currency fluctuations relative to
the U.S. dollar, specifically the Euro, Brazilian real, Mexican
peso, Colombian peso and Australian dollar, (7) changes in capital
availability or cost, including interest rate fluctuations and the
ability of the Company to refinance debt at favorable terms, (8)
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 capital markets, disruptions in the supply chain,
competitive pricing pressures, inflation or deflation, and changes
in tax rates and laws, (9) consumer preferences for alternative
forms of packaging, (10) cost and availability of raw materials,
labor, energy and transportation, (11) the Company's ability to
manage its cost structure, including its success in implementing
restructuring plans and achieving cost savings, (12) consolidation
among competitors and customers, (13) the ability of the Company to
acquire businesses and expand plants, integrate operations of
acquired businesses and achieve expected synergies, (14)
unanticipated expenditures with respect to environmental, safety
and health laws, (15) the Company's ability to further develop its
sales, marketing and product development capabilities, and (16) the
timing and occurrence of events which are beyond the control of the
Company, including any expropriation of the Company's operations,
floods and other natural disasters, events related to
asbestos-related claims, and the other risk factors discussed in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2014 and any subsequently filed Quarterly Reports on
Form 10-Q. It is not possible to foresee or identify all such
factors. Any forward-looking statements in this document 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.
The Company's forward-looking statements speak only as of the date
made. While the Company continually reviews trends and
uncertainties affecting the Company's results of operations and
financial condition, the Company does not assume any obligation to
update or supplement any particular forward looking statements
contained in this document.
SOURCE: Owens-Illinois, Inc.
###
About O-I
Owens-Illinois, Inc. (NYSE: OI) is the world's
largest glass container manufacturer and preferred partner for many
of the world's leading food and beverage brands. The Company had
revenues of $6.8 billion in 2014 and employs approximately 21,100
people at 75 plants in 21 countries. With global headquarters in
Perrysburg, Ohio, USA, O-I delivers safe, sustainable, pure,
iconic, brand-building glass packaging to a growing global
marketplace. For more information, visit o-i.com.
O-I's Glass Is Life(TM) movement promotes the
widespread benefits of glass packaging in key markets around the
globe. Learn more about the reasons to choose glass and join the
movement at glassislife.com.
O-I Logo
OI Announces Senior Notes Offering Launch and Pricing
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Owens-Illinois, Inc. via Globenewswire
HUG#1944782
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