TOLEDO, Ohio, Jan. 28 /PRNewswire-FirstCall/ -- Libbey Inc. (NYSE Amex: LBY) ("Libbey" or "Company") announced today that its wholly owned subsidiary Libbey Glass Inc. ("Libbey Glass") has priced $400 million aggregate principal amount of 10% senior secured notes due 2015 (the "Notes") in a private placement. The Notes will be sold at a price equal to 98.082% of their face value. The sale of the Notes is expected to close on February 8, 2010, subject to customary closing conditions.
Libbey Glass intends to use the net proceeds from the sale of the Notes, together with cash on hand, to (i) repurchase its existing $306 million Floating Rate Senior Secured Notes due 2011 in a previously announced tender offer, (ii) repay its $80.4 million Senior Subordinated Secured Payment-in-Kind Notes due 2021 and (iii) pay related fees and expenses. The sale of the Notes is contingent upon the entry into a new $110 million 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' existing and future subsidiaries as guarantors.
The Notes will be senior secured obligations of Libbey Glass and will be guaranteed by Libbey and all of Libbey Glass' existing and future domestic subsidiaries that guarantee any of Libbey Glass' indebtedness or any indebtedness of any subsidiary guarantor. The Notes and the guarantees of the Notes will be secured by first-priority liens on substantially all the owned property, equipment and fixtures in the United States of Libbey Glass, Libbey and the subsidiary guarantors and by second-priority liens on the tangible and intangible assets in the United States of Libbey Glass, Libbey and the domestic subsidiary guarantors that secure their obligations under the new credit facility described above, subject to certain exceptions.
The Notes, the Libbey guarantee of the Notes and the subsidiary guarantees of the Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to U.S. 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-U.S. persons in accordance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Based in Toledo, Ohio, since 1888, the Company operates glass tableware manufacturing plants in the United States, 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 only reflect 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, that actual results may differ materially from such 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. 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 16, 2009. Important factors potentially affecting performance include but are not limited to increased competition from foreign suppliers endeavoring to sell glass tableware in the United States and Mexico; the impact of lower duties for imported products; global economic conditions and the related impact on consumer spending levels; major slowdowns in the retail, travel or entertainment industries in the United States, Canada, Mexico, Western Europe and Asia, caused by terrorist attacks or otherwise; significant increases in per-unit costs for natural gas, electricity, corrugated packaging, and other purchased materials; higher indebtedness related to the Crisa acquisition; higher interest rates that increase the Company's borrowing costs or volatility in the financial markets that could constrain liquidity and credit availability; protracted work stoppages related to collective bargaining agreements; increases in expense associated with higher medical costs, increased pension expense associated with lower returns on pension investments and increased pension obligations; devaluations and other major currency fluctuations relative to the U.S. dollar and the Euro that could reduce the cost competitiveness of the Company's products compared to foreign competition; the effect of high inflation in Mexico and exchange rate changes to the value of the Mexican peso and the earnings and cash flow of Crisa, expressed under U.S. GAAP; the inability to achieve savings and profit improvements at targeted levels in the Company's operations or within the intended time periods; and whether the Company completes any significant acquisition and whether such acquisitions can operate profitably. Any forward-looking statements speak only as of the date of this press release, and the Company assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release.
SOURCE Libbey Inc.