Libbey Plans to Issue $400.0 Million of Senior Secured Notes to Refinance Existing Debt
22 Janeiro 2010 - 9:45AM
PR Newswire (US)
TOLEDO, Ohio, Jan. 22 /PRNewswire-FirstCall/ -- Libbey Inc. (NYSE
Amex: LBY) ("Libbey" or "Company") announced today that its wholly
owned subsidiary Libbey Glass Inc. ("Libbey Glass") plans to issue
$400.0 million aggregate principal amount of senior secured notes
due 2015 ("Notes") in a private placement. 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 tender offer expected to launch
on January 25, 2010, (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, plant and equipment in the United States of Libbey Glass,
Libbey and the subsidiary guarantors and by second-priority liens
on the tangible and intangible assets 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 have not been 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.
DATASOURCE: Libbey Inc. CONTACT: Kenneth Boerger, VP/Treasurer,
+1-419-325-2279; or Greg Geswein, VP/Chief Financial Officer,
+1-419-325-2451 Web Site: http://www.libbey.com/
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