Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
Equity Interests
On the Effective Date, by operation of the Plan, all agreements, instruments and other documents evidencing, relating to or connected with any equity interests of the Company, including the existing common stock, restricted stock, and restricted stock units issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect.
DIP Credit Agreements
On the Effective Date, by operation of the Plan, the (i) Debtor-in-Possession
Credit Agreement, dated as of
Prepetition Credit Agreements
On the Effective Date, by operation of the Plan, the obligations of the Debtors with respect to the following indebtedness were cancelled and discharged and the applicable agreements governing such obligations were terminated along with the ancillary security documents related thereto:
? Amended and Restated Credit Agreement, dated as ofFebruary 8, 2010 (as amended, amended and restated or otherwise modified), amongLibbey Glass ,Libbey Europe B.V. , aNetherlands corporation, the Company, the other subsidiaries of the Company party thereto,JPMorgan Chase Bank, N.A ., as administrative agent with respect to theU.S. loans,J.P. Morgan Europe Limited , as administrative agent with respect tothe Netherlands loans, the other titled agents party thereto and the lenders party thereto from time to time; and ? Credit Agreement, dated as ofApril 9, 2014 (as amended, amended and restated or otherwise modified), amongLibbey Glass , the Company, the other subsidiaries of the Company party thereto, Cortland, as administrative agent (as successor toCitibank, N.A ., in its capacities as administrative agent and collateral agent), and the lenders party thereto from time to time.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and Items 1.02 and 5.01 is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
On the Effective Date, pursuant to the Plan, all of the shares of common stock of the Company, together with any shares of restricted stock, restricted stock units or any other right to receive equity in the Company, in each case, outstanding immediately prior to the Effective Date, were cancelled, discharged and of no force and effect. For further information, see the Introductory Note and Item 1.02 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.01.
Item 7.01 Regulation FD Disclosure.
On
The information furnished with this Item 7.01, including Exhibit 99.3, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such a filing.
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 Exchange Act. 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
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 risks attendant to the bankruptcy
process; 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 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;; 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
Item 9.01 Financial Statements and Exhibits
d) Exhibits: Exhibit No. Description 2.1 First Amended Joint Plan of Reorganization forLibbey Glass Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onOctober 20, 2020 ) 10.1 Agreement and Plan of Merger, datedNovember 13, 2020 , by and amongLibbey Glass LLC ,LG Merger Sub LLC ,Libbey Acquirer Holdco Inc. andLibbey Holdings Inc. 99.1 Confirmation Order (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company onOctober 20, 2020 ) 99.2 Notice of Effective Date 99.3 Press Release datedNovember 16, 2020
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