Libbey Glass begins tender offer, consent solicitation for 10% notes

By Marisa Wong

Madison, Wis., May 1 - Libbey Inc. announced that its wholly owned subsidiary, Libbey Glass Inc., began a cash tender offer to purchase up to $320 million of its $360 million outstanding 10% senior secured notes due 2015.

In conjunction with the tender offer, Libbey Glass is soliciting consents from holders to certain proposed amendments to the indenture governing the notes. The amendments would eliminate substantially all of the restrictive covenants, modify certain events of default and other provisions and release all of the collateral securing the obligations under the notes.

The tender offer will expire at 11:59 p.m. ET on May 25. The consent solicitation will expire at 5 p.m. ET on May 11.

Tendered notes may be withdrawn at any time on or prior to the withdrawal date, which will be the earlier of the consent deadline or the date that all the needed consents are delivered.

Holders may not tender their notes without delivering their consents to the amendments.

Holders who tender their notes and deliver their consents by the consent date will receive the total consideration of $1,070 per $1,000 principal amount of notes. The total consideration includes a $30 early tender premium.

Holders who tender notes after the consent date but at or prior to the expiration date will be eligible to receive the total consideration less the early tender premium, or $1,040 per $1,000 of notes.

Holders will also receive accrued interest to the applicable settlement date.

Libbey Glass said that promptly after the consent date it intends to accept for purchase notes tendered by the withdrawal date, subject to proration and the tender cap. The early settlement date is currently expected to occur on May 18.

Final settlement for notes tendered after the consent date will occur shortly after the expiration date. The amount accepted will also be subject to proration and the tender cap.

The offer is conditioned upon the receipt of required consents to amend the indenture, completion of a new debt financing, amendments to the company's existing amended and restated credit agreement dated Feb. 8, 2010 and other customary conditions.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Barclays Capital Inc. (800 438-3242 or 212 528-7581) are dealer managers and solicitation agents for the offer. Global Bondholder Services Corp. (866 952-2200 or 212 430-3774 for banks and brokers) is the information and tender agent.

Libbey is a Toledo, Ohio-based glassware manufacturer.

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