0000812074 false 0000812233 false 8-K 2019-12-19 false false false false false 0000812074 2019-12-18 2019-12-19 0000812074 oi:OwensIllinoisGroupIncMember 2019-12-18 2019-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

December 19, 2019

Date of Report (Date of earliest event reported)

 

 

 

OWENS-ILLINOIS, INC.

OWENS-ILLINOIS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware (Owens-Illinois, Inc.)

Delaware (Owens-Illinois

Group, Inc.)

(State or other jurisdiction

of incorporation)

1-9576

 33-13061

 (Commission

File Number)

22-2781933

 34-1559348

 (IRS Employer

Identification No.)

 

One Michael Owens Way

Perrysburg, Ohio

(Address of principal executive offices)

 

43551-2999

(Zip Code)

 

(567) 336-5000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s)

Name of each exchange on which

registered

Common stock, $.01 par value per share, of Owens-Illinois, Inc. OI The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Co-Registrant CIK 0000812233
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2019-12-19
Co-Registrant Address Line1 One Michael Owens Way
Co-Registrant CityorTown Perrysburg
Co-Registrant State Ohio
Co-Registrant Zipcode 43551-2999
Co-Registrant City Area code 567
Co-Registrant Local Phone number 336-5000
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Emerging growth company false

 

  

ITEM 7.01 REGULATION FD DISCLOSURE.

 

On December 19, 2019, Owens-Illinois, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the sale of the Company’s 25 percent partnership interest in Tata Chemicals (Soda Ash) Partners Holdings, which generated $195 million of cash proceeds. The asset sale is part of the Company’s previously announced on-going tactical divestiture program.

 

A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this Item 7.01 and in Exhibit 99.1 hereto 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 into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit    
No.   Description
99.1   Press Release, dated December 19, 2019  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OWENS-ILLINOIS, INC.
     
     
Date: December 19, 2019 By: /s/ John A. Haudrich
  Name: John A. Haudrich
  Title: Senior Vice President and Chief Financial Officer             

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OWENS-ILLINOIS GROUP, INC.
     
     
Date: December 19, 2019 By: /s/ John A. Haudrich
  Name: John A. Haudrich
  Title: President and Chief Financial Officer       

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

O-I Announces Progress on its Tactical Divestiture Program
Proceeds of $195 million earmarked for debt reduction

 

PERRYSBURG, Ohio (December 19, 2019) Owens-Illinois, Inc. (“O-I” or the “Company”) today announced the sale of its 25 percent partnership interest in Tata Chemicals (Soda Ash) Partners Holdings, one of the world's leading producers of high-quality soda ash, to Valley Holdings, Inc., a wholly-owned subsidiary of Tata Chemicals Limited.

 

This sale generated $195 million of cash proceeds which will be used to repay outstanding debt prior to year-end 2019. For the twelve month period ended September 30, 2019, O-I’s equity earnings included $19 million attributable to its minority interest in Tata Chemicals (Soda Ash) Partners Holdings.

 

This asset sale is one component of the Company’s on-going tactical divestiture program targeting total proceeds of between $400 and $500 million. O-I continues to advance both its tactical divestiture and strategic portfolio review initiatives with additional asset sales expected in 2020. 

 

About O-I
At Owens-Illinois, Inc. (NYSE: OI), we love glass and we’re proud to make more of it than any other glass bottle or jar producer in the world. We love that it’s beautiful, pure and completely recyclable. With global headquarters in Perrysburg, Ohio, we are the preferred partner for many of the world's leading food and beverage brands. Working hand and hand with our customers, we give our passion and expertise to make their bottles iconic and help build their brands around the world. With more than 26,500 people at 78 plants in 23 countries, O-I has a global impact, achieving revenues of $6.9 billion in 2018. For more information, visit o-i.com.

 

Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933. These forward-looking statements relate to a variety of matters, including, without limitation, statements regarding the approval, consummation and potential impact of the Corporate Modernization. Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements.

 

 

It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the anticipated timing of the implementation and consummation of the Corporate Modernization, (2) the potential impact of the Corporate Modernization on the Company’s branding and business, (3) the potential costs of the Corporate Modernization, (4) the Company’s ability to manage its cost structure, including its success in implementing restructuring or other plans aimed at improving the Company’s operating efficiency and working capital management, achieving cost savings, and remaining well-positioned to address the Company’s legacy liabilities, (5) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (6) the Company’s ability to achieve its strategic plan, (7) foreign currency fluctuations relative to the U.S. dollar, (8) changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to refinance debt at favorable terms, (9) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to Brexit, economic and social conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, and changes in tax rates and laws, (10) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (11) consumer preferences for alternative forms of packaging, (12) cost and availability of raw materials, labor, energy and transportation, (13) consolidation among competitors and customers, (14) unanticipated expenditures with respect to data privacy, environmental, safety and health laws, (15) unanticipated operational disruptions, including higher capital spending, (16) the Company’s ability to further develop its sales, marketing and product development capabilities, (17) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (18) the ability of the Company and the third parties on which it relies for information technology system support to prevent and detect security breaches related to cybersecurity and data privacy, (19) changes in U.S. trade policies, and the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission.

 

For further information, please contact:

 

Chris Manuel
Vice President, Investor Relations
567-336-2600
chris.manuel@o-i.com