Owens-Illinois, Inc.

https://www.sec.gov/ix?doc=/Archives/edgar/data/812074/000110465919076288/tm1926776d1_8k.htm
 
On December 27, 2019, O-I Glass, Inc., a Delaware corporation (“O-I Glass”), announced that the board of directors of Owens-Illinois, Inc., a Delaware corporation (“O-I”), authorized the implementation of the Corporate Modernization (as defined below) previously described in O-I’s Current Report on Form 8-K filed December 4, 2019. O-I Glass believes the Corporate Modernization will improve O-I Glass’s operating efficiency and cost structure, while ensuring O-I Glass remains well-positioned to address its legacy liabilities. Following the Corporate Modernization, O-I Glass became the successor issuer to O-I. This Current Report on Form 8-K is being filed for the purpose of establishing O-I Glass as the successor issuer pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to disclose certain related matters. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of O-I Glass common stock, par value $.01 per share (“O-I Glass Common Stock”), are deemed registered under Section 12(b) of the Exchange A
 
 https://www.sec.gov/ix?doc=/Archives/edgar/data/812074/000110465919072800/tm1925215-1_8k.htm
 

ITEM 1.01

ENTRY INTO A DEFINITIVE AGREEMENT.

 
On December 12, 2019, Owens-Illinois, Inc. (“O-I” or the “Company”) announced that, as of 5:00 p.m., New York City time, on December 11, 2019, each of Owens-Brockway Glass Container Inc. (“OBGC”) and OI European Group B.V. (“OIEG”), each an indirect wholly owned subsidiary of the Company, had received the requisite consents in its previously announced solicitations (the “Consent Solicitations”) of consents to amend the indentures governing OBGC’s 5.000% Senior Notes due 2022, OBGC’s 5.875% Senior Notes due 2023, OBGC’s 5.375% Senior Notes due 2025, OBGC’s 6.375% Senior Notes due 2025, OIEG’s 4.875% Senior Notes due 2021, OIEG’s 4.000% Senior Notes due 2023 and OIEG’s 3.125% Senior Notes due 2024 (collectively, the “Notes”), upon the terms and subject to the conditions set forth in the consent solicitation statement dated December 4, 2019.
 
Accordingly, on December 11, 2019, OBGC and U.S. Bank National Association, (the “U.S. Trustee”), as trustee, entered into (i) a second supplemental indenture (the “OBGC 2014 Supplemental Indenture”) to the indenture, dated as of December 3, 2014, by and among OBGC, the guarantors named therein and the U.S. Trustee, with respect to OBGC’s (a) 5.000% Senior Notes due 2022 and (b) 5.375% Senior Notes due 2025, reflecting certain amendments and waivers (the “Proposed Amendments and Waivers”) made to facilitate the implementation of the Corporate Modernization (as defined below) and (ii) a second supplemental indenture (the “OBGC 2015 Supplemental Indenture”) to the indenture, dated as of August 24, 2015, by and among OBGC, the guarantors named therein and the U.S. Trustee, with respect to OBGC’s (a) 5.875% Senior Notes due 2023 and (b) 6.375% Senior Notes due 2025, reflecting the Proposed Amendments and Waivers.
 
In addition, on December 11, 2019, OIEG and Deutsche Trustee Company Limited (“Deutsche Trustee Company Limited”), as trustee, entered into (i) a second supplemental indenture (the “OIEG 2013 Supplemental Indenture”) to the indenture, dated as of March 22, 2013, by and among OIEG, the guarantors named therein, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as Luxembourg transfer agent and registrar, with respect to OIEG’s 4.875% Senior Notes due 2021, reflecting the Proposed Amendments and Waivers and (ii) a first supplemental indenture (the “OIEG 2016 Supplemental Indenture”) to the indenture, dated as of November 3, 2016, by and among OIEG, the guarantors named therein, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as Luxembourg transfer agent and registrar, with respect to OIEG’s 3.125% Senior Notes due 2024, reflecting the Proposed Amendments and Waivers.
 
In addition, on December 11, 2019, OIEG and Deutsche Bank Trust Company Americas (“Deutsche Bank Trust Company Americas”), as trustee, entered into a first supplemental indenture (the “OIEG 2017 Supplemental Indenture” and, together with the OBGC 2014 Supplemental Indenture, the OBGC 2015 Supplemental Indenture, the OIEG 2013 Supplemental Indenture and the OIEG 2016 Supplemental Indenture, the “Supplemental Indentures”) to the indenture, dated as of December 12, 2017, by and among OIEG, the guarantors named therein and Deutsche Bank Trust Company Americas, with respect to OIEG’s 4.000% Senior Notes due 2023, reflecting the Proposed Amendments and Waivers.
 
The Corporate Modernization, if implemented, would include the creation of a new holding company, O-I Glass, Inc. (“O-I Glass”), which would become the new parent company of O-I, replacing O-I as the public company trading on the New York Stock Exchange under O-I’s current ticker symbol, “OI,” and the automatic conversion of each outstanding share of O-I’s common stock into the right to receive a share of common stock of O-I Glass on a one-for-one basis (the “Reorganization”). Following the Reorganization, the old parent company would distribute the capital stock of Owens-Illinois Group, Inc. (“OI Group”) to O-I Glass, as a result of which OI Group would be a direct wholly owned subsidiary of O-I Glass (the “Distribution” and, together with the Reorganization and related transactions, the “Corporate Modernization”). The Corporate Modernization, if implemented, would be expected to be completed by the end of 2019.
 
 
 
https://www.sec.gov/Archives/edgar/data/812074/000110465919072800/tm1925215d1_ex4-5.htm
 
 The term “Specified Modernization Transaction” is added as a defined term to Section 1.01 of the Indenture, to read as follows: ““Specified Modernization Transaction” means at any time on or after the Consent Effective Date, a series of transactions pursuant to which (i) OI Inc. will form (1) a new holding company, which shall be a corporation organized under the laws of Delaware (“New Holdings”) as a direct wholly-owned subsidiary of OI Inc. and sister company to OI Group and (2) a second new holding company, which shall be a limited liability company organized under the laws of Delaware (“NewCo LLC”) as a direct wholly-owned subsidiary of OI Inc. and sister company to OI Group and New Holdings, (ii) New Holdings will form a subsidiary (“Merger Party”) as a direct wholly-owned subsidiary of New Holdings, (iii) OI Inc. will merge with and into Merger Party, with Merger Party as the surviving entity (such entity, “Survivor Party”), as a result of which (1) Survivor Party will be a wholly-owned direct subsidiary of New Holdings and (2) each of OI Group and NewCo LLC will be wholly-owned direct subsidiaries of Survivor Party and (iv) Survivor Party will distribute 100% of the Capital Stock of OI Group to New Holdings, as a result of which (1) OI Group will be a direct wholly-owned subsidiary of New Holdings and sister company to Survivor Party, (2) NewCo LLC will remain as a direct wholly-owned subsidiary of Survivor Party and (3) Survivor Party will remain as a wholly-owned direct subsidiary of New Holdings. The definition of “Specified Modernization Transaction” shall include any transaction or series of related transactions (whether or not such transactions occur before, concurrently or after other transactions), reasonably related or complementary to the transactions described in the foregoing sentence as well as entry by the applicable parties into documentation evidencing the foregoing, including any documentation entered into by OI Inc., New Holdings, Survivor Party or NewCo LLC necessary to ensure the solvency of, or satisfy the funding obligations with respect to, Survivor Party and the performance by the parties thereto of their respective obligations thereunder, and the making of any governmental or similar filings in connection therewith.

8-K
8-K
Indenture Supplement