Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on June 1, 2020, Libbey Inc. (the "Company") and certain
of its direct and indirect subsidiaries (collectively with the Company, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Code (the "Chapter 11 Cases") with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"). The Debtors' Chapter 11 Cases
are being jointly administered under the caption In re Libbey Glass Inc., et
al., Case No. 20-11439 (LSS). Filings with the Bankruptcy Court related to the
Chapter 11 Cases are available electronically at
https://cases.primeclerk.com/libbey. Information contained on, or that can be
accessed through, such website or the Bankruptcy Court is not part of this
Current Report on Form 8-K, and we disclaim liability for any such information.
In connection with the Chapter 11 Cases, on June 3, 2020: (1) Libbey Glass Inc.
and Libbey Europe B.V., as borrowers (the "ABL Borrowers"), entered into the
Debtor-In-Possession Credit Agreement (the "DIP ABL Credit Agreement") with the
guarantors party thereto, the lenders party thereto from time to time, and
JPMorgan Chase Bank, N.A., as administrative agent; and (2) the Company, Libbey
Glass Inc., as borrower, the other Debtors, the other guarantors party thereto,
Cortland Capital Market Services LLC, as administrative agent and collateral
agent, and the lenders party thereto from time to time entered into the
Superpriority Secured Debtor-In-Possession Credit Agreement (the "DIP Term Loan
Credit Agreement" and, together with the DIP ABL Credit Agreement, the "DIP
Credit Agreements").
On July 6, 2020, the Company entered into Amendment No. 1 to the DIP Term Loan
Credit Agreement and Amendment No. 2 to the DIP ABL Credit Agreement
(collectively, the "Amendments to the DIP Credit Agreements"). The Amendments to
the DIP Credit Agreements extend the dates by which certain milestones are
required to be satisfied under the DIP Credit Agreements:
? The date by which the Bankruptcy Court shall enter an order approving the
solicitation of a Plan of Reorganization (as defined in the DIP Credit
Agreements) is extended to August 12, 2020;
? The date by which the Debtors shall commence solicitation of a Plan of
Reorganization is extended to August 14, 2020;
? The date by which the Bankruptcy Court shall enter an order confirming a Plan
of Reorganization is extended to September 25, 2020; and
? The date by which a Plan of Reorganization must be consummated is extended to
October 2, 2020.
Copies of the DIP Term Loan Credit Agreement and DIP ABL Credit Agreement were
filed as exhibits 4.1 and 4.2, respectively, to Libbey's Current Report on Form
8-K filed with the Securities and Exchange Commission (the "SEC") on June 9,
2020. The foregoing descriptions of the Amendments to the DIP Credit Agreements
do not purport to be complete descriptions and are qualified in their entirety
by reference to the full text of the Amendments to the DIP Credit Agreements. A
copy of each of Amendment No. 1 to the DIP Term Loan Credit Agreement and
Amendment No. 2 to the DIP ABL Credit Agreement will be filed with Libbey's
Quarterly Report on Form 10-Q for the period ended September 30, 2020.
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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, among other things, the
Company's intentions, beliefs or current expectations concerning the Bankruptcy
Court's approval, and the Company's subsequent commencement, of solicitation of
a Plan of Reorganization, the results of any solicitation and vote on the
Company's Plan of Reorganization and the timing of any Bankruptcy Court order
confirming and the timing of the consummation of the Plan of Reorganization. By
their nature, forward-looking statements involve risks and uncertainties because
they relate 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 ability to confirm and consummate the Plan of Reorganization; risks
attendant to the bankruptcy process, including our ability to obtain court
approvals with respect to motions filed in the Chapter 11 Cases, the outcomes of
court rulings and the Chapter 11 Cases in general and the length of time that we
may be required to operate in bankruptcy; the effectiveness of the overall
restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies that we may employ to address our liquidity and capital resources;
the actions and decisions of creditors, regulators and other third parties that
have an interest in the Chapter 11 Cases, which may interfere with the ability
to confirm and consummate the Plan of Reorganization; restrictions on us due to
the terms of the proposed DIP Credit Agreements and restrictions imposed by the
applicable courts; potential delays in the Chapter 11 Cases due to the effects
of COVID-19; the effects of the Chapter 11 Cases on the Company and on the
interests of various constituents, including holders of the Company's common
stock; other litigation and inherent risks involved in a bankruptcy process;
risks related to the trading of the Company's securities on the OTC Pink
marketplace; 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 the DIP Credit Agreements; 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, the
Company's Quarterly Report on Form 10-Q, the Company's other filings with the
Securities and Exchange Commission (the "SEC") and in the Disclosure Statement
filed with the Bankruptcy Court in connection with the Chapter 11 Cases. 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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