Libbey Glass Inc., the wholly owned subsidiary of Libbey Inc. plans to issue USD 450.0 million aggregate principal amount of senior Secured Notes due 2020 in a private placement.
Libbey Inc. has announced that its wholly owned subsidiary Libbey Glass Inc. plans to issue USD 450.0 million aggregate principal amount of senior Secured Notes due 2020 in a private placement. Libbey Glass intends to use the net proceeds from the sale of the Notes, as well as cash on hand and borrowings under the Amended and Restated Senior Secured Credit Agreement to (i) repurchase pursuant to the previously announced tender offer up to USD 320.0 million of the outstanding 10% Senior Secured Notes due 2015 issued by Libbey Glass; (ii) redeem USD 40.0 million in aggregate principal amount of the Existing Notes; (iii) contribute USD 79.7 million to Libbey’s US pension plans to fully fund its target obligations under ERISA, thereby reducing future required cash contributions to the plans; and (iv) pay related fees and expenses. The sale of the Notes is contingent upon certain conditions, including the consummation of the Tender Offer and the consummation of certain amendments to the existing senior secured asset-based revolving credit facility by Libbey Glass and its direct wholly owned subsidiary Libbey Europe B.V., as borrowers, and Libbey and certain of Libbey Glass’s existing and future subsidiaries as guarantors.
The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the US or to US persons absent registration or an applicable exemption from the registration requirements. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-US persons in accordance with Regulation S under the Securities Act.