Libbey settles early tendered notes; $40 million to be redeemed at 103

By Susanna Moon

Chicago, May 18 - Libbey Inc. said its wholly owned subsidiary Libbey Glass Inc. accepted for purchase $316,332,000 principal amount, or 89%, of its $360 million outstanding 10% senior secured notes due 2015 tendered by the consent deadline at 5 p.m. ET on May 11.

The company settled the early tenders on May 18 and canceled the notes, according to a company press release.

Libbey Glass paid a total of $346,647,149.90 for the notes, including early tender premiums and accrued interest, which was funded with some proceeds from a private offering of $450 million principal amount of 6 7/8% senior secured notes due 2020.

Libbey said on May 11 that Libbey Glass received tenders for $356.1 million principal amount, or 98.91%, of the outstanding notes by the consent deadline and that it executed a supplemental indenture to amend the notes, including a release of collateral, which became operative when the tendered notes were purchased on Friday.

Libbey Glass solicited consents to amend the notes to eliminate substantially all of the restrictive covenants, modify events of default and other provisions as well as release all of the collateral securing the obligations under the notes.

The company also said it will redeem $40 million principal amount of the notes that remain outstanding after the tender offer at 103 plus accrued interest, using proceeds from the private issue of notes.

The cash tender offer to purchase up to $320 million of the notes began on May 1 and will continue to run until 11:59 p.m. ET on May 25.

Tendered notes may no longer be withdrawn.

As previously noted, holders who tendered their notes by the consent date will receive the total payment of $1,070 per $1,000 principal amount of notes. The total purchase price includes a $30 early tender premium.

Those who tender notes after the consent date will receive the total purchase price less the early tender premium, or $1,040 per $1,000 of notes.

The company also will pay accrued interest to the settlement date.

Final settlement for notes tendered after the consent date will occur shortly after the expiration date. The amount accepted will also be subject to proration and the tender cap.

The offer is conditioned upon the receipt of required consents to amend the indenture, completion of a new debt financing and amendments to the company's existing amended and restated credit agreement dated Feb. 8, 2010.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Barclays Capital Inc. (800 438-3242 or 212 528-7581) are the dealer managers and solicitation agents for the offer. Global Bondholder Services Corp. (866 952-2200 or 212 430-3774 for banks and brokers) is the information and tender agent.

Libbey is a Toledo, Ohio-based glassware manufacturer.

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