Owens-Illinois, BSN unit complete tender offers for notes

New York, Dec. 15 - Owens-Illinois Inc. and its BSN Glasspack SA subsidiary said they have completed their tender offers for several series of their notes, which expired at 12:01 a.m. ET on Dec. 14.

In total, Owens-Illinois received tenders of 67.9% of its $350 million of outstanding 7.15% senior notes due 2005.

BSN received tenders for 90.9% of the €140 million of outstanding 10¼% senior subordinated notes due 2009 of BSN Financing Co. SA and 99.7% of the €160 million of outstanding 9¼% senior subordinated notes due 2009 of BSN Glasspack Obligation SA.

On Dec. 1, Owens-Illinois and BSN Glasspack said they had received noteholder consents to proposed indenture amendments by the consent deadline of Nov. 29.

Owens-Illinois also said that BSN Financing Co. intends to call any 10¼% notes that remain outstanding following completion of the tender offer at a price of 105.125%, plus accrued interest up to but excluding the redemption date.

Owens-Illinois, a Toledo, Ohio-based packaging maker, said on Nov. 15 that it had begun a cash tender offer for any and all of its $350 million of outstanding 7.15% notes, while its BSN Glasspack subsidiary began a cash tender offer for any and all of the €140 million of 10¼% senior notes issued by BSN Financing Co. SA and any and all of the €160 million of 9¼% senior subordinated notes issued by BSN Glasspack Obligation SA. Owens-Illinois and BSN also began soliciting the consent of respective noteholders to proposed amendments to the notes' indentures, which would eliminate certain covenants and events of default.

Owens-Illinois set a consent deadline of 5 p.m. ET on Nov. 29 and said that the tender offer would expire at 12:01 p.m. ET on Dec. 14. BSN set consent deadlines of 5 p.m. GMT on Nov. 29 and said that the tender offers would expire at 5 p.m. GMT on Dec. 14, with all deadlines subject to possible extension.

Owens-Illinois said that holders tendering its notes and delivering consents by the consent deadline would receive $1,018.55 per $1,000 principal amount, including a $15 per $1,000 consent payment. Holders tendering after the consent deadline would receive $1,003.55 per $1,000 principal amount. All tendering holders would also receive accrued interest up to but not including the payment date.

BSN said that holders who validly tender their 10¼% notes and validly deliver their consents by the consent deadline would receive €1,053.75 per €1,000 principal amount, including a consent payment of €20 per €1,000 principal amount. Holders tendering after the consent deadline would receive €1,033.75 per €1,000 principal amount. It said that holders tendering their 9¼% notes and delivering their consents would receive €1,145.90 per €1,000 principal amount. Holders tendering after the consent deadline would receive €1,125.90 per €1,000 principal amount, and all tendering holders would also receive accrued interest up to but not including the payment date.

The BSN offers are not being made in Italy.

Holders tendering their Owens-Illinois or BSN notes would be required to consent to the proposed amendments. The companies said that holders could not tender their notes without delivering consents or deliver consents without tendering their notes.

Goldman, Sachs & Co. (call 212 357-5680 or 877 686-5059, or Goldman Sachs International at +44 20 7774 0923) and BNP Paribas Securities Corp. (call 212 841-3059 or BNP Paribas at +44 20 7595 8014) are dealer managers. Global Bondholder Services Corp. is information agent and tender agent (contact the Corporate Actions department at 866-795-2200) for the Owens-Illinois offer.

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