OI European Group B.V. Launches €400 Million Senior Notes Offering
O-I Glass' subsidiary, OI European Group B.V., announced a €400 million senior notes offering, due 2029. Proceeds from the offering, alongside cash on hand, will be used to repurchase outstanding €500 million 2.875% senior notes due 2025. Excess funds, if any, might be allocated to general corporate purposes. The notes and guarantees are not registered under U.S. securities laws and are being offered only to qualified institutional investors and non-U.S. persons outside the United States.
- Launch of €400 million senior notes offering, indicating strong confidence in debt markets.
- Net sales of $7.1 billion in 2023, showcasing robust financial performance.
- Utilization of proceeds for repurchasing higher-interest 2025 notes, potentially lowering interest expenses.
- Notes due 2029, providing long-term financing stability.
- €500 million of outstanding 2025 notes, indicating a significant debt burden.
- Potential reliance on market conditions for successful note offering.
- Uncertainties surrounding the tender offer's success, affecting financial strategy.
Insights
The announcement by OI European Group B.V. to launch a €400 million senior notes offering is significant for several reasons. Firstly, refinancing existing debt is a strategic move aimed at managing the company’s debt profile. The proceeds will be used to purchase the outstanding 2.875% Senior Notes due 2025, effectively extending the debt maturity to 2029. This move can potentially lower immediate financial pressure and provide more flexibility.
From a retail investor perspective, the offering could be seen as a positive step towards stabilizing the company's financials. However, it's important to note that issuing new debt can also be perceived as a sign that the company didn't have sufficient cash flow to pay off the existing debt without borrowing anew. Investors should weigh the benefit of extended maturity against the potential increased interest costs and the overall debt level.
Additionally, the move indicates that the company is confident enough in its future cash flows to manage this debt, which can be seen as a bullish sign for long-term investors. However, the reliance on the market conditions for the offering also adds some uncertainty.
Overall, this is a classic example of leveraging financial instruments to manage and optimize debt, a standard practice in corporate financial strategy.
For retail investors, understanding the market context is crucial. The offering comes at a time when the market conditions are favorable for debt issuance, with relatively low-interest rates in Europe compared to historical levels. This strategic timing suggests that OI European Group B.V. is looking to capitalize on current market conditions to secure better terms for their debt.
Furthermore, the Notes will be offered under Rule 144A and Regulation S, indicating a target audience of institutional investors rather than retail, which typically implies a higher level of confidence in the issuance due to the professional expertise and due diligence of these buyers.
This strategic move also shows the company's proactive approach to managing its financial obligations and leveraging current market conditions to secure better terms, reflecting a solid understanding of market dynamics.
FOR IMMEDIATE RELEASE
OI European Group B.V. Launches
PERRYSBURG, Ohio / SCHIEDAM, the Netherlands, May 16, 2024 (GLOBE NEWSWIRE) -- O-I Glass, Inc. (the “Company”) announced that OI European Group B.V. (“OIEG”), an indirect wholly owned subsidiary of the Company, intends to offer, subject to market and other conditions,
OIEG expects to use the net proceeds received from this Offering, together with cash on hand, to purchase any and all of its outstanding
The Notes and the guarantees have not been registered under the Securities Act, or applicable state securities laws, and will be offered only to persons reasonably believed to be 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 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 Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The information contained in this news release is for informational purposes only and shall not constitute a notice of tender offer or redemption for the 2025 Notes or an offer to sell or the solicitation of an offer to buy the 2025 Notes, the Notes or the guarantees, nor shall there be any sale of the Notes and the guarantees 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.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Any offer of the Notes in the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA from a requirement to publish a prospectus for offers of securities.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended), and any relevant implementing measure in the relevant Member State of the European Economic Area (the “Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs KID or UK PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (“KID”) has been or will be prepared as not available to retail investors in the European Economic Area or the United Kingdom.
About O-I Glass
At O-I Glass, Inc. (NYSE: OI), we love glass and we’re proud to be one of the leading producers of glass bottles and jars around the globe. Glass is not only beautiful, it’s also pure and completely recyclable, making it the most sustainable rigid packaging material. Headquartered in Perrysburg, Ohio (USA), O-I is the preferred partner for many of the world’s leading food and beverage brands. We innovate in line with customers’ needs to create iconic packaging that builds brands around the world. Led by our diverse team of more than 23,000 people across 68 plants in 19 countries, O-I achieved net sales of
Forward-Looking Statements
This press release contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act. Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements.
It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’s ability to improve its glass melting technology, known as the modular advanced glass manufacturing asset (“MAGMA”) program, and implement it within the timeframe expected, (7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) seasonality of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (13) any increases in the underfunded status of the Company’s pension plans, (14) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (15) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative to the U.S. dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental legal requirements, (20) risks related to recycling and recycled content laws and regulations, (21) risks related to climate-change and air emissions, including related laws or regulations and increased environmental, social and governance scrutiny and changing expectations from stakeholders, (22) risks related to the Company’s long-term succession planning process and (23) the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission.
It is not possible to foresee or identify all such factors. Any forward-looking statements in this press release are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results, or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results or operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this press release.
SOURCE: O-I Glass, Inc.
FAQ
What is the amount and maturity of the new notes offered by OI European Group B.V.?
How will the proceeds from the €400 million notes offering be used?
Who guarantees the senior notes offered by OI European Group B.V.?
Are the new senior notes offered by OI European Group B.V. registered under U.S. securities laws?
What is the current outstanding amount of OI European Group B.V.'s 2.875% senior notes due 2025?
