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EX-4.1 - EX-4.1 - OWENS-ILLINOIS GROUP INC | a13-8275_1ex4d1.htm |
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
March 22, 2013
Date of Report (Date of earliest event reported)
OWENS-ILLINOIS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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33-13061 |
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34-1559348 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
One Michael Owens Way |
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Perrysburg, Ohio |
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43551-2999 |
(Address of principal executive offices) |
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(Zip Code) |
(567) 336-5000
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March 22, 2013, OI European Group B.V., our indirect 100%-owned subsidiary, completed an offering of 330 million 4.875% Senior Notes due 2021 (the Notes). The Notes were offered and sold to initial purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act). The initial purchasers then sold the Notes to qualified institutional buyers pursuant to exemptions from registration provided by Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. The Notes are governed by an Indenture dated as of March 22, 2013, by and among OI European Group B.V.; the guarantors party thereto; Deutsche Trustee Company Limited as trustee; Deutsche Bank AG, London Branch as principal paying agent and transfer agent; and Deutsche Bank Luxembourg S.A. as the registrar and Luxembourg transfer agent.
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by OI European Group B.V.s indirect parent, Owens-Illinois Group, Inc. (OI Group) and by certain United States domestic subsidiaries of OI Group that guarantee other indebtedness of OI Group.
The description in this Current Report of the Notes and the Indenture is not intended to be a complete description of those documents, and the description is qualified in its entirety by the full text of those documents which are attached as exhibits to and incorporated by reference in this Current Report.
ITEM 2.03. |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT. |
The information set forth in Item 1.01 of this report is incorporated in this Item 2.03 by reference.
ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) |
Exhibits. |
Exhibit |
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No. |
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Description |
4.1 |
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Indenture dated as of March 22, 2013, by and among OI European Group B.V.; the guarantors party thereto; Deutsche Trustee Company Limited as trustee; Deutsche Bank AG, London Branch as principal paying agent and transfer agent; and Deutsche Bank Luxembourg S.A. as the registrar and Luxembourg transfer agent, including the form of Notes. |
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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OWENS-ILLINOIS GROUP, INC. | |
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Date: March 22, 2013 |
By: |
/s/ Stephen P. Bramlage, Jr. |
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Name: |
Stephen P. Bramlage, Jr. |
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Title: |
President and Chief Financial Officer |