FOR IMMEDIATE RELEASE
O-I Glass, Inc. (NYSE: OI) (“OI Glass”),
announced today that Owens-Brockway Glass Container Inc. (the
“Company,” “we,” “us” and “our”), a Delaware corporation and an
indirect wholly owned subsidiary of OI Glass, has commenced an
offer to purchase for cash (the “Offer”) any and all of the
Company’s outstanding securities listed in Table I below (the
“Notes”). As of May 15, 2023, approximately $300 million aggregate
principal amount of the Notes were outstanding.
The Offer is made upon the terms and subject to
the conditions set forth in the offer to purchase, dated May 15,
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.
All documentation relating to the Offer,
including the Offer to Purchase and the Notice of Guaranteed
Delivery, together with any updates, are available from the
Information Agent and the Tender Agent, as set forth below, and
will also be available via the Offer Website:
www.dfking.com/owens-brockway.
Timetable for the Offer
Date |
Calendar Date and Time |
Commencement of the Offer |
May 15, 2023. |
Withdrawal Date |
5:00 p.m. (New York City time) on May 23, 2023, unless
extended with respect to the Offer. |
Expiration Date |
5:00 p.m. (New York City time) on May 23, 2023, unless
extended with respect to the Offer. |
Guaranteed Delivery Date |
5:00 p.m. (New York City time) on the second business day after the
Expiration Date, expected to be on May 25, 2023, unless
extended with respect to the Offer. |
Settlement Date |
Expected to be the third business day after the Expiration Date and
the first business day following the Guaranteed Delivery Date. The
expected Settlement Date is May 26, 2023, unless extended with
respect to the Offer. |
TABLE I: NOTES SUBJECT TO THE OFFER
Title of Notes |
CUSIP
Numbers/ISINs |
Principal Amount Outstanding |
Total Consideration (1) |
5.375% Senior Notes due 2025 (the
“Notes”) |
CUSIPs:
690872AB2 / U6S19GAC1ISINs: US690872AB26 /
USU6S19GAC10 |
$300,000,000 |
$1,010.00 |
(1) Per $1,000
principal amount of Notes accepted for purchase in the Offer
(exclusive of any accrued and unpaid interest, which will be paid
in addition to the Total Consideration, as applicable, to, but not
including, the Settlement Date).
Purpose of the Offer
The primary purpose of the Offer is to acquire
up to all of the outstanding Notes. The Offer is being made in
connection with the Company’s previously announced offering (the
“New Notes Offering”) of $690 million aggregate principal amount of
its 7.250% senior notes due 2031 (the “New Notes”), which priced on
May 12, 2023 and is expected to close on May 25, 2023, subject to
the satisfaction of customary closing conditions. The Total
Consideration (as defined below) for any and all of the Notes, the
Accrued Coupon Payment (as defined below) and all related fees and
expenses are expected to be funded by the concurrent New Notes
Offering, together with cash on hand. The Offer is subject to the
satisfaction of certain conditions as more fully described under
the heading “Description of the Offer—Offer Conditions” in the
Offer to Purchase including, among other things, the Financing
Condition (as defined below). Notes that are accepted in the Offer
will be purchased, retired and cancelled by us and will no longer
remain outstanding obligations of ours.
Details of the Offer
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 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. The Offer is not conditioned on any minimum
amount of Notes being tendered. The Offer is not conditioned on any
other tender offer and the Offer operates independently from any
other tender offer.
For a Holder who holds Notes through DTC to
validly tender Notes pursuant to the Offer, an Agent’s Message and
any other required documents must be received by the Tender Agent
at its email address set forth on the Offer to Purchase at or prior
to the Expiration Date or, if pursuant to the Guaranteed Delivery
Procedures, at or prior to 5:00 p.m. (New York City time) on
May 25, 2023 (the “Guaranteed Delivery Date”). There is no
letter of transmittal for the Offer to Purchase.
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, Holders who (i) validly tender
Notes at or prior to the Expiration Date (and do not validly
withdraw such Notes at or prior to the Withdrawal Date) or (ii)
deliver a properly completed and duly executed Notice of Guaranteed
Delivery (or comply with DTC’s ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tender their Notes at or prior
to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and whose Notes are accepted for purchase by us, will
receive the Total Consideration for each $1,000 principal amount of
Notes, which will be payable in cash. We will accept and pay for
all validly tendered and not validly withdrawn Notes that are
accepted for purchase by us.
The Total Consideration payable for each $1,000
principal amount of Notes that are validly tendered, and not
validly withdrawn, and accepted for purchase will be equal to
$1,010.
In addition to the Total Consideration, Holders
whose Notes are accepted for purchase by us will be paid the
accrued and unpaid interest on such Notes from the last interest
payment date (which was April 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 Notes accepted in the Offer, including those tendered
through the Guaranteed Delivery Procedures.
The Offer is subject to certain conditions,
including, among other things, the Financing Condition, and certain
customary conditions. Subject to applicable law and limitations
described in the Offer to Purchase, we may waive any of the
conditions in our sole discretion.
Our obligation to accept and pay for any Notes
validly tendered and not validly withdrawn is conditioned on the
successful completion, after the date hereof and prior to the
Settlement Date, of the New Notes Offering on terms and resulting
in receipt of net proceeds satisfactory to us (the “Financing
Condition”).
From time to time after the Expiration Date, we
or our affiliates may acquire Notes that are not purchased in the
Offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers, redemptions,
satisfaction and discharge or otherwise, upon such terms and at
such prices as we or our affiliates may determine or as may be
provided for in the Indenture or other documents governing the
Notes (which may be on terms more or less favorable from those
contemplated in the Offer and, in either case, could be for cash or
other consideration).
For further details on the procedures for
tendering the Notes, please refer to the Offer to Purchase,
including the procedures set out under the heading “Description of
the Offer—Procedures for Tendering Notes” in the Offer to
Purchase.
We have retained Wells Fargo Securities, LLC to
act as the Dealer Manager for the Offer (the “Dealer Manager”).
Questions regarding terms and conditions of the Offer should be
directed to Wells Fargo Securities, LLC at (866) 309-6316
(toll-free) or (704) 410-4759 (collect) or via the email address
liabilitymanagement@wellsfargo.com.
D.F. King has been appointed as information
agent and tender agent (the “Information Agent and Tender Agent”)
in connection with the Offer. 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: www.dfking.com/owens-brockway.
We reserve the right, in our
sole discretion, not to accept any Tender
Instructions, not to purchase any 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.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold the
Notes when such intermediary would require to receive instructions
from a Holder in order for that the Holder to be able to
participate in the Offer before the deadlines specified above. The
deadlines set by any such intermediary and DTC for the submission
of Tender Instructions will be earlier than the relevant deadlines
specified above.
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 the Clearing
Systems 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 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 the Company, 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 Notes in the Offer.
None of the Company, 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 the Company, the Notes, or the Offer
contained in this announcement or in the Offer to Purchase. None of
the Company, 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 the Company, 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 to disclose information with regard to the Company or
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. Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, as applicable, constitutes an
offer to sell or buy any of the New Notes pursuant to the New Notes
Offering, a solicitation for acceptance of the Offer, or a notice
of redemption under the indenture governing the Notes. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any other securities of the Company or any of its
subsidiaries. The Offer is being made solely pursuant to the Offer
to Purchase. The distribution of this announcement in certain
jurisdictions may be restricted by law. The Offer is not being made
to Holders of 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 the Company 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 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.
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 OI 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. OFFER TO PURCHASE FOR CASH
ANY AND ALL 5.375% SENIOR NOTES DUE 2025
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