Owens-Illinois Group Announces Commencement of Cash Tender Offer for Owens-Brockway Glass Container's 3.00% Exchangeable Senior Notes due 2015
(Thomson Reuters ONE) -
FOR IMMEDIATE RELEASE
For more information, contact:
Lisa Babington
Director, Global Corporate Communications
567-336-1445
lisa.babington(at)o-i.com
lisa.babington(at)o-i.com
Owens-Illinois Group Announces Commencement of Cash Tender Offer for Owens-
Brockway Glass Container's 3.00% Exchangeable Senior Notes due 2015
Perrysburg, Ohio (November 3, 2014) - Owens-Illinois, Inc. (NYSE: OI) announced
today that Owens-Illinois Group, Inc. (the "Company"), a wholly-owned subsidiary
of Owens-Illinois, Inc. ("OI Inc."), has commenced a cash tender offer to
purchase any and all of Owens-Brockway Glass Container Inc.'s ("OBGC")
outstanding 3.00% Exchangeable Senior Notes due 2015 (CUSIP: 69073TAQ6) (the
"Exchangeable Notes"), of which the Company is a guarantor. OBGC is an indirect,
wholly-owned subsidiary of the Company. As of October 30, 2014, there was
approximately $628,700,000 aggregate principal amount of Exchangeable Notes
outstanding. The tender offer is being made pursuant to the Offer to Purchase
dated November 3, 2014, and the Company's Schedule TO, which will be filed with
the Securities and Exchange Commission and more fully sets forth the terms and
conditions of the tender offer.
The tender offer will expire at 5:00 p.m., New York City time, on December
3, 2014 (the "Expiration Date"), unless extended or earlier terminated by the
Company as described in the Schedule TO and Offer to Purchase. Tendered
Exchangeable Notes may be withdrawn by holders at any time prior to the
Expiration Date, and withdrawn Exchangeable Notes may be re-tendered by a holder
at any time prior to the Expiration Date. The tender offer is subject to the
satisfaction or waiver of certain conditions set forth in the Offer to Purchase.
The tender offer is not conditioned on the tender of a minimum amount of
Exchangeable Notes. Subject to applicable law, the Company may amend, extend or
terminate the tender offer at any time.
The Company is offering to purchase the Exchangeable Notes at a price of $1,015
for each $1,000 principal amount of Exchangeable Notes, plus accrued and unpaid
interest on such principal amount from the last interest payment date on the
Exchangeable Notes to, but not including, the date of payment for the
Exchangeable Notes, that are validly tendered, not validly withdrawn and
accepted for purchase in the tender offer through the Expiration Date (the
"Tender Offer Consideration"). To pay the Tender Offer Consideration, the
Company intends to use a combination of any or all of the following: (i) the
proceeds from a proposed private offering of senior notes by OBGC; (ii) cash on
hand; and/or (iii) borrowings under the Company's revolving credit facility. The
tender offer is not conditioned upon obtaining financing and is thus not
conditioned upon receiving funds from any senior notes offering.
The Company has engaged Deutsche Bank Securities as the Dealer Manager for the
tender offer. Any questions or requests for assistance concerning the tender
offer may be directed to Deutsche Bank Securities at (844) 758-6740 (toll-free).
Global Bondholder Services Corporation has been appointed the Tender Agent and
Information Agent for the tender offer. Copies of the Schedule TO and Offer to
Purchase will be available free of charge at the website of the Securities and
Exchange Commission at www.sec.gov. Requests for documents may also be directed
to Global Bondholder Services Corporation at (866) 807-2200 (toll-free).
This announcement is for informational purposes only and shall not constitute an
offer to purchase or a solicitation of an offer to sell the Exchangeable Notes
or an offer to sell or a solicitation of an offer to buy any senior notes that
may be offered by OBGC. The tender offer is being made only through the Schedule
TO and Offer to Purchase, and the complete terms and conditions of the tender
offer are set forth in the Schedule TO and Offer to Purchase. Holders of the
Exchangeable Notes are urged to read the Schedule TO and Offer to Purchase
carefully before making any decision with respect to the tender offer because
they contain important information, including the various terms of, and
conditions to, the tender offer. None of the Company, OBGC, OI Inc., the Tender
Agent and Information Agent or the Dealer Manager makes any recommendation as to
whether or not you should tender your Exchangeable Notes pursuant to the tender
offer, and no one has been authorized by any of them to make such a
recommendation.
###
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) foreign
currency fluctuations relative to the U.S. dollar, specifically the Euro,
Brazilian real and Australian dollar, (2) changes in capital availability or
cost, including interest rate fluctuations and the ability of the Company to
refinance debt at favorable terms, (3) the general political, economic and
competitive conditions in markets and countries where the Company has its
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,
(4) consumer preferences for alternative forms of packaging, (5) cost and
availability of raw materials, labor, energy and transportation, (6) the
Company's ability to manage its cost structure, including its success in
implementing restructuring plans and achieving cost savings, (7) consolidation
among competitors and customers, (8) the Company's ability to acquire businesses
and expand plants, integrate operations of acquired businesses and achieve
expected synergies, (9) unanticipated expenditures with respect to
environmental, safety and health laws, (10) the Company's ability to further
develop its sales, marketing and product development capabilities, and (11) the
timing and occurrence of events which are beyond the Company's control,
including any expropriation of its operations, floods and other natural
disasters, events related to its 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, 2013 and any subsequently filed Quarterly Report 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.
Owens-Illinois Group Announces Commencement of Cash Tender Offer:
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Source: Owens-Illinois, Inc. via GlobeNewswire
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Unternehmensinformation / Kurzprofil:
Datum: 03.11.2014 - 13:48 Uhr
Sprache: Deutsch
News-ID 349081
Anzahl Zeichen: 9525
contact information:
Town:
Perrysburg, OH
Kategorie:
Business News
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