Attached files
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EX-99.2 - EXHIBIT 99.2 - LIBBEY INC | ex_205263.htm |
EX-99.1 - EXHIBIT 99.1 - LIBBEY INC | ex_205259.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2020
Libbey Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-12084 |
34-1559357 |
(State of incorporation) |
(Commission File Number) |
(IRS Employer identification No.) |
300 Madison Avenue, Toledo, Ohio |
43604 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (419) 325-2100
Securities registered pursuant to Section 12(b) of the Act: |
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Common Stock, $.01 par value |
LBYYQ |
None(1) |
(1) On June 10, 2020, NYSE Regulation, Inc. filed an application on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the common stock of Libbey Inc. (the “Company”). The delisting was effective June 22, 2020. The deregistration of the common stock under section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of the common stock under Section 12(b) of the Exchange Act, the common stock will remain registered under Section 12(g) of the Exchange Act. Trading of the Company’s common stock now occurs on the OTC Pink marketplace under the symbol “LBYYQ.”
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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:
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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 |
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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 |
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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.
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
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.
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Libbey Inc. Registrant |
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Date: September 28, 2020 |
By: |
/s/ Jennifer M. Jaffee |
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Jennifer M. Jaffee | |
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Senior Vice President, General Counsel and Secretary |