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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/26/23 O-I Glass, Inc./DE 8-K:1,2,9 5/25/23 12:1.7M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 635K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 715K 7: R1 Cover HTML 45K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2316971d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- oi-20230525_lab XML 100K 6: EX-101.PRE XBRL Presentations -- oi-20230525_pre XML 64K 4: EX-101.SCH XBRL Schema -- oi-20230525 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-23-065000-xbrl Zip 269K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| i Delaware | i 1-9576 | i 22-2781933 | ||
| (State or other
jurisdiction of incorporation) |
(Commission |
(IRS
Employer |
|
(Address of principal executive offices) |
(Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which |
| i Common stock, $.01 par value | i OI | i The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
OBGC Indenture
On May 25, 2023, Owens-Brockway Glass Container Inc. (“OBGC”), a Delaware corporation and an indirect wholly owned subsidiary of O-I Glass, Inc. (“O-I Glass”), completed a private offering of $690 million aggregate principal amount of its 7.250% Senior Notes due 2031 (the “OBGC Notes”) to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The OBGC Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries of OI Group that are guarantors under OI Group’s credit agreement.
The relevant terms of the OBGC Notes are set forth in the indenture, dated as of May 25, 2023 (the “OBGC Indenture”), by and among OBGC, the guarantors party thereto, including OI Group, and U.S. Bank Trust Company, National Association, as trustee, attached hereto as Exhibit 4.1 and incorporated herein by reference.
OIEG Indenture
On May 25, 2023, OI European Group B.V. (“OIEG”), a private limited liability company incorporated under the laws of the Netherlands and an indirect wholly-owned subsidiary of O-I Glass, completed a private offering of €600 million aggregate principal amount of its 6.250% Senior Notes due 2028 (the “OIEG Notes” and, together with the OBGC Notes, the “Notes”) to eligible purchasers under Rule 144A and Regulation S of the Securities Act. The OIEG Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by OI Group and by certain U.S. domestic subsidiaries of OI Group that are guarantors under OI Group’s credit agreement.
The relevant terms of the OIEG Notes are set forth in the indenture, dated as of May 25, 2023 (the “OIEG Indenture” and, together with the OBGC Indenture, the “Indentures”), by and among OIEG, the guarantors party thereto, including OI Group, U.S. Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as principal paying agent, transfer agent and registrar, attached hereto as Exhibit 4.2 and incorporated herein by reference.
The descriptions in this Current Report of the Notes and the Indentures are not intended to be a complete description of those documents and are qualified in their entirety by the full text of each of the Indentures, including the forms of Notes contained therein, which are attached as exhibits to and incorporated by reference in this Current Report.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this report is incorporated in this Item 2.03 by reference.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| O-I GLASS, INC. | ||
| Date: May 26, 2023 | By: | /s/ John A. Haudrich |
| Name: | John A. Haudrich | |
| Title: | Senior Vice President and Chief Financial Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/26/23 | None on these Dates | ||
| For Period end: | 5/25/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 O-I Glass, Inc./DE 10-K 12/31/23 131:22M Toppan Merrill Bridge/FA 8/03/23 O-I Glass, Inc./DE S-8 8/03/23 4:87K Toppan Merrill/FA 8/02/23 O-I Glass, Inc./DE 10-Q 6/30/23 77:12M Toppan Merrill Bridge/FA |