UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
On May 28, 2024, 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, Inc., completed a private offering of €500 million aggregate principal amount of its 5.250% Senior Notes due 2029 (the “Notes”) to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by Owens-Illinois Group, Inc. (“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 Notes are set forth in the indenture, dated as of May 28, 2024 (the “Indenture”), 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. A copy of the Indenture (including the form of the global note) is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The descriptions in this Current Report of the Notes and the Indenture are not intended to be a complete description of those documents and are qualified in their entirety by the full text of the Indenture, including the form of the Note contained therein, which is attached as an exhibit 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 |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of May 28, 2024, by and among OI European Group B.V., the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as principal paying agent, transfer agent and registrar | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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 28, 2024 | By: | /s/ John A. Haudrich |
| Name: | John A. Haudrich | |
| Title: | Senior Vice President and Chief Financial Officer | |