May 11, 2012
(NYSE Amex: LBY)
("Libbey" or "Company")
announced today that its wholly owned subsidiary Libbey Glass Inc. ("
") has priced
aggregate principal amount of 6.875% senior secured notes due 2020 (the "Notes") in a private placement at par. The sale of the Notes is expected to close on
May 18, 2012
, subject to customary closing conditions.
The Company and
intend to use the net proceeds from the sale of the Notes, together with cash on hand and borrowings under the Amended and Restated Senior Secured Credit Agreement (as defined below), to (i) repurchase up to
of the existing
10% Senior Secured Notes due 2015 in a previously announced tender offer, (ii) redeem
in aggregate principal amount of the existing notes that remain outstanding after consummation of the tender offer, (iii) pay related fees and expenses and (iv) contribute
to the Company's U.S. pension plans to fully fund its target obligations under ERISA. The sale of the Notes is contingent upon certain conditions, including the consummation of the Tender Offer and the consummation of certain amendments to the existing Amended and Restated Senior Secured Credit Agreement (the "Amended and Restated Senior Secured Credit Agreement") to which
and its direct wholly owned subsidiary
Libbey Europe B.V
., as borrowers, and Libbey and certain of
's existing and future subsidiaries, as guarantors, are party.
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 are being 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.