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 free of charge 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"). Copies of the DIP Term Loan Credit Agreement and DIP ABL
Credit Agreement were filed as exhibits 4.1 and 4.2, respectively, to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on June 9, 2020.
On August 30, 2020, pursuant to the terms of the DIP Term Loan Credit Agreement,
the dates by which certain milestones are required to be satisfied under the DIP
Term Loan Credit Agreement were extended as follows:
? the Required DIP Lender Group (as defined in the DIP Term Loan Credit
Agreement) agreed to extend the date by which either (a) the Bankruptcy Court
shall enter a final order regarding the Debtors' motions under sections 1113
and 1114 of the Bankruptcy Code, or (b) the Debtors must execute definitive
documents with each union modifying the respective Selected CBAs (as defined
in the DIP Term Loan Credit Agreement), to September 16, 2020; and
? The Required Lenders (as defined in the DIP Term Loan Credit Agreement) agreed
to extend the date by which the Bankruptcy Court shall enter an order
confirming a Plan of Reorganization to October 5, 2020; and
? The Required Lenders agreed to extend the date by which a Plan of
Reorganization must be consummated to October 7, 2020.
On August 31, 2020, pursuant to the terms of the DIP ABL Credit Agreement, the
Administrative Agent (as defined in the DIP ABL Credit Agreement) agreed to
extend the dates by which certain milestones are required to be satisfied under
the DIP ABL Credit Agreement as follows:
? The date by which the Bankruptcy Court shall enter an order confirming a Plan
of Reorganization is extended to October 5, 2020; and
? The date by which a Plan of Reorganization must be consummated is extended to
October 7, 2020.
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Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits hereto, 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. 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 timing of any Bankruptcy Court order
confirming the Plan of Reorganization and the timing of the consummation of the
Plan of Reorganization, and the timing and outcome of Debtors' motions under
Sections 1113 and 1114 of the Bankruptcy Code. 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 outcome of
negotiations with the unions representing the Company's employees at the
Shreveport, Louisiana manufacturing facility, the ability to confirm and
consummate the Amended Plan; the ability of the Debtors to modify their
collective bargaining agreements and certain union-related retiree benefits;
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 Amended Plan; restrictions on us due to the terms
of the 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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