Owens-Illinois Group, Inc. (the “Company”), announced that OI European Group B.V. (“OI Europe”), an indirect wholly owned subsidiary of the Company, intends to offer, subject to market and other conditions, 300 million EUR aggregate principal amount of senior notes due 2025 in a private offering to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
OI Europe’s obligations under the senior notes will be guaranteed on a joint and several basis by the Company and certain U.S. domestic subsidiaries of the Company that are guarantors under the Company’s credit agreement.
The Company intends to use the net proceeds received from this offering to redeem the remaining 250 million EUR aggregate principal amount of OI Europe’s outstanding 6.75 percent Senior Notes due 2020, with any remaining net proceeds to be used to repay outstanding borrowings under the Company’s credit facilities and for general corporate purposes.
In addition, the Company intends to allocate an amount equal to the net proceeds received from this offering to finance and/or refinance new and/or existing Eligible Green Projects.
“Eligible Green Projects” include:
- projects and investments aimed at replacing fossil fuel energy with renewable energy (wind and solar);
- investments in energy efficient solutions, such as LED lighting;
- use of new technologies aimed at reducing water consumption in the manufacturing process;
- projects, investments and research and development aimed at improving the production technologies and processes in manufacturing facilities and facilitating the use of alternative resources;
- projects aimed at using circular economy programs, including waste collection and/or glass recycling processing facilities; and
- projects aimed at decreasing the use of raw material, and using sustainable raw material to produce environmentally friendly products.
The senior notes and the guarantees have not been registered under the Securities Act, or applicable state securities laws, and will be offered only to 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 senior 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 senior notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This announcement contains inside information by the Company and OI Europe under Regulation (EU) 596/2014 (16 April 2014).