Owens-Illinois Group, Inc. has commenced a cash tender offer to purchase any and all of Owens-Brockway Glass Container Inc.’s outstanding 3.00 percent exchangeable senior notes due 2015.
Owens-Illinois, Inc. (NYSE: OI) announced 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 percent exchangeable senior notes due 2015 (CUSIP: 69073TAQ6), 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 USD 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, 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Tendered Exchangeable Notes may be withdrawn by holders at any time prior to the expiration date, and withdrawn exchangeable notes may be re-tendered by a holder at any time prior to the expiration date.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 USD for each 1,000 USD 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notes to, but not including, the date of payment for the exchangeable notes, that are validly tendered, not validly withdrawn and accepted for purchase in the tender offer through the expiration date (the “tender offer consideration”).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.