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, 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"). A copy of the DIP Term Loan Credit Agreement was filed as
exhibit 4.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on June 9, 2020.
On September 23, 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 October 2, 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 20, 2020; and
? The Required Lenders agreed to extend the date by which a Plan of
Reorganization must be consummated to October 26, 2020.
Item 7.01 Regulation FD Disclosure
On September 25, 2020, the Company issued a press release announcing it has
reached consensual, ratified agreements with the United Steelworkers and the
International Association of Machinists & Aerospace Workers regarding
modifications to their collective bargaining agreements ("CBAs") and certain
union-related retiree health and welfare benefits. A copy of the press release
is attached as Exhibit 99.1.
On September 27, 2020, the Debtors filed with the Bankruptcy Court their monthly
operating report for the month ending August 31, 2020 (the "Monthly Operating
Report"). The Monthly Operating Report is attached hereto as Exhibit 99.2 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 and
Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, 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, except as expressly set
forth by specific 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.
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 amount, timing and impact of cost reductions
achieved by the CBA modifications, the results of any vote on the Company's Plan
of Reorganization (the "Plan") and the timing of any Bankruptcy Court order
confirming the Plan and the timing of the consummation of the Plan, 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; 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; 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.
Item 9.01 Financial Statements and Exhibits
d) Exhibits:
Exhibit No. Description
99.1 Press Release dated September 25, 2020
99.2 Monthly Operating Report for August 2020
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