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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 16, 2024
Date of Report (Date of earliest event reported)
O-I
GLASS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-9576 |
|
22-2781933 |
(State or other
jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
One Michael Owens Way
Perrysburg,
Ohio
(Address
of principal executive offices) |
43551-2999
(Zip
Code) |
(567)
336-5000
(Registrant’s telephone number, including
area code)
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
symbol |
Name
of each exchange on which
registered |
| Common
stock, $.01 par value |
OI |
New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 7.01. REGULATION
FD DISCLOSURE.
Pricing of Notes Offering
On May 16, 2024, O-I Glass, Inc. (the
“Company”) issued a press release (the “Press Release”) announcing that OI European Group B.V.
(“OIEG”), an indirect wholly owned subsidiary of the Company, priced a private offering (the “Offering”) of
€500 million aggregate principal amount of its 5.250% senior notes due 2029 (the “Notes”) at par, which represents
an increase of €100 million from the previously announced aggregate offering size. The Offering is expected to close on May
28, 2024, subject to the satisfaction of customary closing conditions. A copy of the Press Release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information contained in this Item 7.01
is for informational purposes only and shall not constitute a notice of an offer to sell or the solicitation of an offer to buy the
Notes or the guarantees, nor shall there be any sale of the 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.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”)
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)
and such information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to
the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking”
statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. 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 that 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 general
political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related
to economic and social conditions, trade disputes, 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, public health issues and weather, (2) cost
and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas
conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from other glass container
producers and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or
customer inventory management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’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, (7) unanticipated supply chain and operational disruptions, including higher capital spending,
(8) seasonality of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit
additional capital to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) the Company’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, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill
is not impaired, (13) any increases in the underfunded status of the Company’s pension plans, (14) any failure or disruption of
the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy
incidents affecting the Company or its third-party service providers, (15) risks related to the Company’s indebtedness or changes
in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness
and refinance debt on favorable terms, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative
to the U.S. dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental
legal requirements, (20) risks related to recycling and recycled content laws and regulations, (21) risks related to climate-change and
air emissions, including related laws or regulations and increased environmental, social and governance scrutiny and changing expectations
from stakeholders, (22) risks related to the Company’s long-term succession planning process and (23) the other risk factors discussed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed Quarterly Reports on
Form 10-Q or the Company’s 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 Current Report on Form 8-K 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. While the Company continually reviews trends and
uncertainties affecting the Company’s results or operations and financial condition, the Company does not assume any
obligation to update or supplement any particular forward-looking statements contained in this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
O-I GLASS, INC. |
| |
|
|
| Date: May 16, 2024 |
By: |
/s/ Meena Dafesh |
| |
Name: |
Meena Dafesh |
| |
Title: |
Vice President and Global Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
For more information, contact:
Chris Manuel
Vice President of Investor Relations
567-336-2600
Chris.Manuel@o-i.com
OI European Group B.V. Announces Upsizing and
Pricing of Senior Notes Offering
PERRYSBURG, Ohio / SCHIEDAM, the Netherlands (May 16, 2024):
O-I Glass, Inc. (the “Company”) announced that OI
European Group B.V. (“OIEG”), an indirect wholly owned subsidiary of the Company, priced a private offering (the
“Offering”) of €500 million aggregate principal amount of its 5.250% senior notes due 2029 (the
“Notes”) at par, which represents an increase of €100 million from the previously announced aggregate offering
size. The net proceeds to OIEG from the Offering are expected to be approximately €494 million (approximately $532 million
based on the March 29, 2024 (the last business day in March 2024) exchange rate of €1.00=$1.0777), after deducting commissions
but before offering expenses payable by OIEG. OIEG’s obligations under the Notes will be guaranteed on a joint and several
basis by OI Group and certain U.S. domestic subsidiaries of Owens Illinois Group, Inc.
("OI Group") that are guarantors under OI Group’s credit agreement. The Offering is expected to close on May 28, 2024, subject
to the satisfaction of customary closing conditions.
OIEG expects to use the net proceeds received from this Offering, together
with cash on hand, to purchase any and all of its outstanding 2.875% Senior Notes due 2025 (the “2025 Notes”), of which €500
million aggregate principal amount (approximately $539 million based on the March 29, 2024 (the last business day in March 2024) exchange
rate of €1.00 = $1.0777) are currently outstanding, pursuant to a tender offer for any and all of the 2025 Notes (the “2025
Notes Tender Offer”). After the expiration of the 2025 Notes Tender Offer, OIEG may, subject to applicable federal securities laws,
use any net proceeds from this Offering not used to fund the 2025 Notes Tender Offer to fund one or more redemptions of the 2025 Notes
not acquired in the 2025 Notes Tender Offer, purchase such 2025 Notes through open market purchases or privately negotiated transactions,
satisfy and discharge the indenture governing the 2025 Notes or repay such 2025 Notes at maturity. Any net proceeds received from this
Offering not used to fund the 2025 Notes Tender Offer or any such redemption, repurchase or repayment of the 2025 Notes may be used for
general corporate purposes.
The Notes and the guarantees have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and are being offered only
to persons reasonably believed to be 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 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 Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A.
The information contained in this news release is for informational
purposes only and shall not constitute a notice of tender offer or redemption for the 2025 Notes or an offer to sell or the solicitation
of an offer to buy the 2025 Notes, the Notes or the guarantees, nor shall there be any sale of the 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.
Promotion of the Notes in the United Kingdom is restricted by the Financial
Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the
United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional
experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article
49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv)
to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation
or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of
any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant
persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone
who is not a relevant person. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK PRIIPs Regulation”) for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Any offer of the Notes
in the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA
from a requirement to publish a prospectus for offers of securities.
This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129
(as amended), and any relevant implementing measure in the relevant Member State of the European Economic Area (the “Prospectus
Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation, as implemented
in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs KID or UK
PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs or UK PRIIPs key information document (“KID”) has been or will be prepared as
not available to retail investors in the European Economic Area or the United Kingdom.
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 23,000 people across 68 plants in 19 countries, O-I achieved
net sales of $7.1 billion in 2023.
Forward-Looking Statements
This press release contains “forward-looking” statements
related to the Company within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and Section 27A of the Securities Act. 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 that 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 general political, economic
and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and
social conditions, trade disputes, 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, public health issues and weather, (2) cost and availability
of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts
and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from other glass container producers
and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory
management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’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, (7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) seasonality
of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital
to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) the Company’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, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired,
(13) any increases in the underfunded status of the Company’s pension plans, (14) any failure or disruption of the Company’s
information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting
the Company or its third-party service providers, (15) risks related to the Company’s indebtedness or changes in capital availability
or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt
on favorable terms, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative to the U.S.
dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental legal requirements,
(20) risks related to recycling and recycled content laws and regulations, (21) risks related to climate-change and air emissions, including
related laws or regulations and increased environmental, social and governance scrutiny and changing expectations from stakeholders, (22)
risks related to the Company’s long-term succession planning process and (23) the other risk factors discussed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s
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 press release 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.
While the Company continually reviews trends and uncertainties affecting the Company’s results or operations and financial condition,
the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this press release.
SOURCE: O-I Glass, Inc.
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