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Libbey Prices $450 Million Of Senior Secured Notes Due 2020

Stocks in this article: LBY





TOLEDO, Ohio, May 11, 2012 /PRNewswire/ -- Libbey Inc. (NYSE Amex: LBY) ("Libbey" or "Company") announced today that its wholly owned subsidiary Libbey Glass Inc. (" Libbey Glass") has priced $450 million 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 Libbey Glass 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 $320 million of the existing Libbey Glass 10% Senior Secured Notes due 2015 in a previously announced tender offer, (ii) redeem $40 million 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 $79.7 million 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 Libbey Glass and its direct wholly owned subsidiary Libbey Europe B.V., as borrowers, and Libbey and certain of Libbey Glass'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.

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