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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 20, 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.
Offering of Notes
On May 20, 2024, O-I Glass, Inc. (the
“Company”) issued a press release (the “Notes Press Release”) announcing that Owens-Brockway Glass Container Inc.
(“OBGC”), an indirect wholly owned subsidiary of the Company, intends to offer, subject to market and other conditions, in
a private offering (the “Offering”) $300 million aggregate principal amount of senior notes due 2032 (the “Notes”),
to be guaranteed on a joint and several basis by Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries
of OI Group that are guarantors under OI Group’s credit agreement. A copy of the Notes Press Release is furnished as Exhibit 99.1
to this Current Report.
The Notes will be issued pursuant to an indenture
that will contain covenants which, among other things, restrict the ability of OI Group and its subsidiaries to incur liens, engage in
certain sale and leaseback transactions and consolidate, merge or sell all or substantially all of OI Group’s assets.
OBGC expects to use the net proceeds from the
Offering, together with cash on hand, to redeem all of OBGC’s outstanding 6.375% Senior Notes due 2025 (the “2025 OBGC Notes”).
The Notes and the guarantees have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and will be 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 Item 7.01 is for informational purposes only and shall not constitute a notice of redemption for the
2025 OBGC Notes or an offer to sell or the solicitation of an offer to buy the 2025 OBGC 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.
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 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 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 20, 2024 |
By: |
/s/ John A. Haudrich |
| |
Name: |
John A. Haudrich |
| |
Title: |
Senior Vice President and Chief Financial Officer |
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
Owens-Brockway Glass Container Inc. Launches
$300 Million Senior Notes Offering
PERRYSBURG,
Ohio (May 20, 2024):
O-I Glass, Inc. (the “Company”) announced that
Owens-Brockway Glass Container Inc. (“OBGC”), an indirect wholly owned subsidiary of the Company, intends to offer, subject
to market and other conditions, $300 million aggregate principal amount of its senior notes due 2032 (the “Notes”) in a private
offering (the “Offering”) to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933,
as amended (the “Securities Act”). OBGC’s obligations under the Notes will be guaranteed on a joint and several basis
by Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries of OI Group that are guarantors under
OI Group’s credit agreement.
OBGC
expects to use the net proceeds from the Offering, together with cash on hand, to redeem all of OBGC’s outstanding 6.375%
Senior Notes due 2025 (the “2025 OBGC Notes”).
The Notes and the guarantees have not been registered under the Securities
Act, or applicable state securities laws, and will be 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 redemption for
the 2025 OBGC Notes or an offer to sell or the solicitation of an offer to buy the 2025 OBGC 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.
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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Grafico Azioni OI Glass (NYSE:OI)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni OI Glass (NYSE:OI)
Storico
Da Gen 2024 a Gen 2025
