Owens-Brockway Glass Container Inc./OI European Group B.V. - Tender Offer - Results

Owens-Brockway Glass Container Inc. and OI European Group B.V. Announce Results of Cash Tender Offers for Any and All of Certain Outstanding Senior Notes

24 MAY 2023

Full announcement including disclaimers and offer restrictions available via SEC

"PERRYSBURG, Ohio / SCHIEDAM, the Netherlands (May 24, 2023) O-I Glass, Inc. (NYSE: OI) (the “Company”), announced today that Owens-Brockway Glass Container Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“OBGC”), has announced the results of its previously announced tender offers to purchase for cash (the “OBGC Offers”) any and all of OBGC’s outstanding $250 million aggregate principal amount of its 5.875% Senior Notes due 2023 (the “2023 Notes”) and $300 million aggregate principal amount of its 5.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Dollar Notes”).

The Company also announced that OI European Group B.V. (“OIEG” and, together with OBGC, the “Companies,” “we,” “us” and “our”), a private limited liability company incorporated under the laws of the Netherlands and an indirect wholly owned subsidiary of the Company, has announced the results of its previously announced tender offer (the “OIEG Offer” and, together with the OBGC Offers, the “Offers”) to purchase for cash any and all of OIEG’s outstanding €725 million aggregate principal amount (approximately $790 million based on the March 31, 2023 exchange rate of €1.00 = $1.09) of its outstanding 3.125% Senior Notes due 2024 (the “2024 Notes” and, together with the Dollar Notes, the “Notes”).

Each Offer was made upon the respective terms and subject to the conditions set forth in (i) the offer to purchase, dated May 11, 2023 (the “2023/2024 Notes Offer to Purchase”) and (ii) the offer to purchase, dated May 15, 2023 (the “2025 Notes Offer to Purchase” and, together with the 2023/2024 Notes Offer to Purchase, the “Offers to Purchase”) and the accompanying notices of guaranteed delivery (the “Notices of Guaranteed Delivery” and, together with the Offers to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offers to Purchase.

The Offers expired at 5:00 p.m. (New York City time) on May 23, 2023 (the “Expiration Date”). The Settlement Date is May 26, 2023, which is the third business day after the Expiration Date and the first business day after 5:00 p.m. (New York City time) on May 25, 2023 (the “Guaranteed Delivery Date”).

OBGC Offers

The following tables set forth certain information regarding the Dollar Notes and participation in the OBGC Offers, including the aggregate principal amount of each series of Dollar Notes that was validly tendered prior to or at the Expiration Date and not validly withdrawn according to D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent”) for the OBGC Offers."

"OIEG Offer

The following table sets forth certain information regarding the 2024 Notes and participation in the OIEG Offer, including the aggregate principal amount of 2024 Notes that was validly tendered prior to or at the Expiration Date and not validly withdrawn according to the Tender Agent and Information Agent."

...

---

OWENS-BROCKWAY GLASS CONTAINER INC. OFFER TO PURCHASE FOR CASH ANY AND ALL 5.875% SENIOR NOTES DUE 2023

AND

OI EUROPEAN GROUP B.V.

OFFER TO PURCHASE FOR CASH

ANY AND ALL 3.125% SENIOR NOTES DUE 2024

11 MAY 2023

Full announcement including disclaimers and offer restrictions available via SEC

PERRYSBURG, Ohio / SCHIEDAM, the Netherlands (May 11, 2023) O-I Glass, Inc. (NYSE: OI) ( “OI Glass”), announced today that Owens-Brockway Glass Container Inc. (“OBGC”) and OI European Group B.V. (“OIEG” and, together with OBGC, the “Companies,” “we,” “us” and “our”), have commenced their concurrent, but separate, offers to purchase for cash any and all of the outstanding securities of each Company listed in (i) Table I below (the “Dollar Notes”) and (ii) Table II below (the “Euro Notes”). We refer to the outstanding Notes listed in Table I and Table II below collectively as the “Notes” and to each series of outstanding debt securities as a “series” of Notes. We refer to (i) OBGC’s offer to purchase the Dollar Notes as the “Dollar Notes Offer” and (ii) OIEG’s offer to purchase the Euro Notes as the “Euro Notes Offer.” The Dollar Notes Offer and Euro Notes Offer are each an “Offer” and collectively the “Offers.” As of May 11, 2023, approximately $250 million aggregate principal amount of the Dollar Notes and €725 million aggregate principal amount of the Euro Notes were outstanding.

...

...

"Purpose of the Offers

The primary purpose of the Offers is to acquire up to all of the outstanding Notes of each series. The Offers are being made in connection with (i) OBGC’s proposed offering of new senior notes (the “New Dollar Notes Offering”) denominated in U.S. dollars (the “New Dollar Notes”) and (ii) OIEG’s proposed offering of new senior notes (the “New Euro Notes Offering” and, together with the New Dollar Notes Offering, the “New Notes Offerings”) denominated in Euros (the “New Euro Notes” and, together with the New Dollar Notes, the “New Notes”). The Total Dollar Notes Consideration (as defined below) for any and all of the Dollar Notes, the Dollar Notes Accrued Coupon Payment (as defined below) and all related fees and expenses are expected to be funded by the concurrent New Dollar Notes Offering. The Total Euro Notes Consideration (as defined below) for any and all of the Euro Notes, the Euro Notes Accrued Coupon Payment (as defined below) and all related fees and expenses are expected to be funded by the concurrent New Euro Notes Offering and the concurrent New Dollar Notes Offering (to the extent any net proceeds from the New Dollar Notes Offering are available after funding of the Dollar Notes Offer), together with cash on hand. Each Offer is subject to the satisfaction of certain conditions as more fully described under the heading “Description of the Offers—Financing Conditions” in the Offer to Purchase including, among other things, with respect to the Offers for the Dollar Notes, the Dollar Notes Financing Condition (as defined below) and, with respect to the Offer for the Euro Notes, the Euro Notes Financing Condition (as defined below). Notes that are accepted in the Offers will be purchased, retired and cancelled by us and will no longer remain outstanding obligations of ours."

...