Item 7.01 Regulation FD Disclosure
As previously reported, on June 1, 2020, 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).
On August 28, 2020, the Debtors filed with the Bankruptcy Court their monthly
operating report for the month ending July 31, 2020 (the "Monthly Operating
Report"). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is
incorporated by reference into this Item 7.01. The Monthly Operating Report and
other 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.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by reference in such a filing.
Cautionary Note on the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
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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 anticipated
future financial or operational results, the Company's financial position, and
similar matters. 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 filed with the Bankruptcy Court of the State of Delaware in
connection with the Company's petition for relief under Chapter 11 of the United
States Bankruptcy Code (the "Chapter 11 Cases"); 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
debtor in possession financing arrangements entered into in connection with the
bankruptcy process (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.
Item 9.01 Financial Statements and Exhibits
d) Exhibits:
Exhibit No. Description
99.1 Monthly Operating Report for July 2020
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