Libbey Receives Requisite Consents In Tender Offer And Consent Solicitation For Its 10% Senior Secured Notes Due 2015 (CUSIP No. 52989LAE9)
TOLEDO, Ohio, May 10, 2012 /PRNewswire/ -- Libbey Inc. (NYSE Amex: LBY) ("Libbey" or "Company") announced today that its wholly-owned subsidiary Libbey Glass Inc. ("Libbey Glass"), in connection with its previously announced cash tender offer (the "Tender Offer") to purchase up to $320.0 million (the "Tender Cap") of its outstanding $360.0 million aggregate principal amount of 10% Senior Secured Notes due 2015 (the "Notes") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer"), had received, as of 5:00 p.m. New York City time, on May 10, 2012, tenders and consents from holders of $269.1 million in aggregate principal amount, representing 74.8% of the total outstanding principal amount of the Notes.
Tendered Notes could have been withdrawn at any time on or prior to 5:00 p.m., New York City time, on the date the requisite consents were received (the "Withdrawal Date"). Because the Withdrawal Date has passed, Notes tendered and consents given may not be validly withdrawn or revoked, other than as required by applicable law. The last day and time for holders to tender Notes and deliver consents and receive the total consideration pursuant to the Offer is expected to be 5:00 p.m., New York City time, on May 11, 2012. The early settlement date is expected to be May 18, 2012. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 25, 2012, unless extended by Libbey Glass.
As a result of obtaining the requisite consents, Libbey Glass executed and delivered a supplemental indenture to the indenture governing the Notes (the "Indenture") containing the proposed amendments to the Indenture, including a release of collateral. The supplemental indenture provides that the amendments to the Indenture will only become operative when validly tendered Notes are purchased, subject to proration and the Tender Cap, on the early settlement date pursuant to the Tender Offer.
Libbey Glass's obligation to accept for purchase and pay the consideration for validly tendered Notes is subject to and conditioned upon: (i) the successful consummation of a previously announced new debt financing on terms and conditions satisfactory to Libbey Glass, (ii) amendments to the existing amended and restated credit agreement, dated February 8, 2010 and (iii) 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.
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.
Libbey Glass engaged Citigroup Global Markets Inc. and Barclays Capital Inc. to act as Dealer Managers and Solicitation Agents for the Offer and Global Bondholder Services Corporation to act as Information and Tender Agent for the Offer. Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 and (212) 723-6106 (collect) or Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect). Questions regarding procedures for tendering Notes or requests for documentation may be directed to Global Bondholder Services Corporation at (866) 952-2200 (toll free) or (212) 430-3774 (banks and brokers).
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer was made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related documents.
Based in Toledo, Ohio since 1888, the Company operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands.
This press release includes forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect only the Company's best assessment at this time and are indicated by words or phrases such as "goal," "expects," "believes," "will," "estimates," "anticipates," or similar phrases. Investors are cautioned that forward-looking statements involve risks and uncertainty and that actual results may differ materially from these statements, and that investors should not place undue reliance on such statements. These forward-looking statements may be affected by the risks and uncertainties in the Company's business and the capital markets. This information is qualified in its entirety by cautionary statements and risk factor disclosures contained in the Company's Securities and Exchange Commission filings, including the Company's report on Form 10-K filed with the Commission on March 14, 2012.
SOURCE Libbey Inc.