Item 1.01 Entry into a Material Definitive Agreement
On May 15, 2020, Libbey Inc. (the "Company" or "Libbey") entered into Amendment
No. 4 ("Amendment No. 4") to the Senior Secured Credit Agreement, dated as of
April 9, 2014 (the "Credit Agreement"), by and among the Company, Libbey Glass
Inc., as borrower (the "Borrower), each of the Loan Parties (as defined in the
Credit Agreement) and the lenders party thereto, as amended by Amendment No. 1
to the Credit Agreement on April 9, 2020 ("Amendment No. 1"), Amendment No. 2 to
the Credit Agreement on April 30, 2020 ("Amendment No. 2") and Amendment No.
3 to the Credit Agreement on May 7, 2020 ("Amendment No. 3"). Amendment No.
4 provides for an extension of the date on which the Borrower is required under
the Credit Agreement to make a prepayment of approximately $12 million from the
Borrower's Excess Cash Flow (as defined in the Credit Agreement) from May 17,
2020 to May 25, 2020, subject to certain conditions, including the Borrower's
provision of certain financial, operational and liquidity information to the
lenders. As previously reported, Amendment No. 1 extended the Borrower's Excess
Cash Flow payment from April 9, 2020 to April 30, 2020, Amendment No. 2 extended
the Borrower's Excess Cash Flow payment from April 30, 2020 to May 7, 2020, and
Amendment No. 3 further extended the Borrower's Excess Cash Flow payment from
May 7, 2020 to May 17, 2020.
A copy of the Credit Agreement was filed as exhibit 4.2 to Libbey's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on April 11, 2014. The foregoing description of Amendment No. 4 does not purport
to be a complete description and is qualified in its entirety by reference to
the full text of Amendment No. 4. A copy of each of Amendment No. 1, Amendment
No. 2, Amendment No. 3 and Amendment No. 4 will be filed with Libbey's Quarterly
Report on Form 10-Q for the period ended March 31, 2020.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements as defined
in Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. Such statements reflect only the Company's best
assessment at this time and are indicated by words or phrases such as "goal,"
"plan," "expects," " believes," "will," "estimates," "anticipates," or similar
phrases. These forward-looking statements include all matters that are not
historical facts. They include statements regarding the Company's intentions,
beliefs or current expectations concerning, among other things, the impact of
COVID-19 on our operations and the length of time of such impact, our results of
operations, financial condition, liquidity, prospects, growth, strategies and
the impact of COVID-19 on the industry in which we operate and the industries we
serve. By their nature, forward-looking statements involve risks and
uncertainties because they related to events and depend on circumstances that
may or may not occur in the future. Investors are cautioned that forward-looking
statements are not guarantees of future performance and that our actual results
of operations, financial condition and liquidity, and the development of the
industry in which we operate, may differ materially from these statements.
Investors should not place undue reliance on such statements. Important factors
potentially affecting performance include but are not limited to risks and
uncertainties related to the impact of COVID-19 on the global economy, our
associates, our customers and our operations, our high level of indebtedness and
the availability and cost of credit; high interest rates that increase the
Company's borrowing costs or volatility in the financial markets that could
constrain liquidity and credit availability; the inability to achieve savings
and profit improvements at targeted levels in the Company's operations or within
the intended time periods; increased competition from foreign suppliers
endeavoring to sell glass tableware, ceramic dinnerware and metalware in our
core markets; global economic conditions and the related impact on consumer
spending levels; major slowdowns or changes in trends in the retail, travel,
restaurant and bar or entertainment industries, and in the retail and
foodservice channels of distribution generally, that impact demand for our
products; inability to meet the demand for new products; material restructuring
charges related to involuntary employee terminations, facility sales or
closures, or other various restructuring activities; significant increases in
per-unit costs for natural gas, electricity, freight, corrugated packaging, and
other purchased materials; our ability to borrow under our ABL credit agreement;
protracted work stoppages related to collective bargaining agreements; increased
pension expense associated with lower returns on pension investments and
increased pension obligations; increased tax expense resulting from changes to
tax laws, regulations and evolving interpretations thereof; devaluations and
other major currency fluctuations relative to the U.S. dollar and the euro that
could reduce the cost competitiveness of the Company's products compared to
foreign competition; the effect of exchange rate changes to the value of the
euro, the Mexican peso, the Chinese renminbi and the Canadian dollar and the
earnings and cash flows of our international operations, expressed under U.S.
GAAP; the effect of high levels of inflation in countries in which we operate or
sell our products; the failure of our investments in e-commerce, new technology
and other capital expenditures to yield expected returns; failure to prevent
unauthorized access, security breaches and cyber-attacks to our information
technology systems; compliance with, or the failure to comply with, legal
requirements relating to health, safety and environmental protection; our
failure to protect our intellectual property; and the inability to effectively
integrate future business we acquire or joint ventures into which we enter.
These and other risk factors that could cause results to differ materially from
the forward-looking statements can be found in the Company's Annual Report on
Form 10-K and in the Company's other filings with the SEC. Refer to the
Company's most recent SEC filings for any updates concerning these and other
risks and uncertainties that may affect the Company's operations and
performance. Any forward-looking statements speak only as of the date of this
Current Report on Form 8-K, and the Company assumes no obligation to update or
revise any forward-looking statement to reflect events or circumstances arising
after the date of this report.
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