Libbey: tender offer and consent solicitation for 10% senior secured notes

Libbey has the largest manufacturing, distribution and service network among North American glass tableware manufacturers, designing an extensive line of high-quality glass tableware, ceramic dinnerware, metal flatware, hollowware and serveware, and plastic items to a broad group of customers in the foodservice, retail and business-to-business markets.

Libbey Inc.,  the leading producer of glass tableware products in the Western Hemisphere, has announced that its wholly owned subsidiary, Libbey Glass Inc., has commenced a cash tender offer to purchase up to USD 320.0 million of its outstanding USD 360.0 million aggregate principal amount of 10% Senior Secured Notes due 2015, plus accrued and unpaid interest to, but excluding, the applicable settlement date.
In conjunction with the Tender Offer, Libbey Glass is also soliciting consents for certain proposed amendments to the indenture governing the Notes that would eliminate substantially all of the restrictive covenants, modify certain of the events of default and other provisions of the Indenture and release all of the collateral securing the obligations under the Notes.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on 25 May 2012, unless extended by Libbey Glass. The Consent Solicitation will expire at 5:00 p.m., New York City time, today – 11 May 2012 – unless extended or earlier terminated by Libbey Glass. Tendered Notes may be withdrawn at any time on or prior to the earlier of 5:00 p.m., New York City time, 11 May 2012, or the date that all of the requisite Consents, as set forth in the Indenture, are received. Other than as required by applicable law, tendered Notes may not be withdrawn after the Withdrawal Date. Libbey Glass may extend the Consent Date without extending the Withdrawal Date. Any Holder who tenders Notes pursuant to the Tender Offer must also deliver a Consent to the Proposed Amendments.
Holders who validly tender (and do not validly withdraw) Notes and deliver their Consents at or prior to the Consent Date, and whose Notes are accepted for purchase, will receive total consideration of USD 1,070.00 per USD 1,000 principal amount of Notes, which includes an amount of cash equal to USD 30.00 per USD 1,000 principal amount of Notes so tendered and accepted for purchase. Holders who validly tender Notes after the Consent Date but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration less the Early Tender Premium. Promptly after the Consent Date, Libbey Glass intends to accept for purchase Notes validly tendered and not subsequently withdrawn at or prior to the Withdrawal Date, subject to proration and the Tender Cap. The Early Settlement Date will be determined by Libbey Glass and is currently expected to occur on 18 May 2012. Promptly after the Expiration Date, Libbey Glass intends to accept for purchase Notes validly tendered after the Consent Date but at or prior to the Expiration Date, subject to proration and the Tender Cap. Libbey Glass will determine to what extent to accept for purchase on the Final Settlement Date remaining Notes validly tendered at or prior to the Consent Date, but not purchased on the Early Settlement Date, based on the application of the proration. Only up to USD 320.0 million aggregate principal amount of the Notes will be purchased by Libbey Glass. If Notes greater than the Tender Cap are validly tendered and not withdrawn, Libbey Glass will purchase a prorated portion of such Notes under the terms of the Tender Offer such that the aggregate principal amount of Notes purchased is USD 320.0 million. Holders who validly tender and do not validly withdraw their Notes in the Offer will also be paid accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable settlement date.
The Offer is conditioned upon: (i) receiving the requisite Consents, as set forth in the Indenture, for the Proposed Amendments, (ii) the successful consummation of a new debt financing on terms and conditions satisfactory to Libbey Glass, (iii) amendments to the existing amended and restated credit agreement, dated 8 February 2010, and (iv) other customary conditions as set forth in the Offer to Purchase and Consent Solicitation Statement.
Libbey Glass reserves the right to waive any and all conditions to the Offer. Libbey Glass will not be required to pay any Early Tender Premium in connection with the Offer unless the Notes are tendered at or prior to the Consent Date and Libbey Glass shall have accepted the Notes for purchase pursuant to the Tender Offer.
The principal purpose of the Offer is to acquire Notes up to the Tender Cap and to eliminate substantially all of the restrictive covenants, modify certain of the events of default and other provisions in the Indenture and release all of the collateral securing the obligations under the Notes.