Attached files
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EX-10.2 - EXHIBIT 10.2 - LIBBEY INC | ex_213662.htm |
EX-10.1 - EXHIBIT 10.1 - LIBBEY INC | ex_213661.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): November 5, 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 |
None(1) |
None(1) |
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”) became effective on September 8, 2020.
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):
☐ |
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) |
☐ |
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 disclosed, on June 1, 2020, Libbey Inc. (the “Company”), Libbey Glass Inc. (“Libbey Glass”), and each direct and indirect domestic subsidiary of Libbey Glass (each a “Libbey Subsidiary” and, together with the Company and Libbey Glass, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Libbey Glass Inc., et al., Case No. 20-11439 (LSS). On October 20, 2020, the Bankruptcy Court entered an order confirming the First Amended Joint Plan of Reorganization for Libbey Glass Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code (as it may be amended, supplemented or otherwise modified, the “Plan”). Copies of the Plan and the order confirming the Plan were filed as exhibits 2.1 and 99.1, respectively, to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2020. 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.
DIP Credit Agreements
In connection with the Chapter 11 Cases, on June 3, 2020: (1) Libbey Glass Inc. and Libbey Europe B.V., as borrowers (the “ABL Borrowers”), entered into the Debtor-In-Possession Credit Agreement (the “DIP ABL Credit Agreement”) with the guarantors party thereto, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent; and (2) 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” and, together with the DIP ABL Credit Agreement, the “DIP Credit Agreements”). Copies of the DIP Term Loan Credit Agreement and DIP ABL Credit Agreement were filed as exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2020.
On November 5, 2020, pursuant to the terms of the DIP Term Loan Credit Agreement, the Required Lenders (as defined in the DIP Term Loan Credit Agreement) agreed to extend the date by which a Plan of Reorganization must be consummated to November 12, 2020. On November 6, 2020, pursuant to the terms of the DIP ABL Credit Agreement, the Administrative Agent (as defined in the DIP ABL Credit Agreement) agreed to a corresponding extension under the DIP ABL Credit Agreement. On November 11, 2020 and November 12, 2020, the Required Lenders and the Administrative Agent, respectively, agreed to further extend such dates to November 13, 2020.
Assignment and Assumption Agreement
On November 5, 2020, pursuant to the Plan, the Company and Libbey Glass entered into that certain Assignment and Assumption Agreement (the “Assignment Agreement”). Upon execution of the Assignment Agreement, the Company assigned and transferred to Libbey Glass, and Libbey Glass acquired from the Company and assumed all of the Company’s right, title and interest in, to and under (i) all employee compensation and benefit programs (the “Employee Plans”) not expressly rejected, including all trusts, trust agreements, insurance contracts, administrative service agreements, investment management agreements or any other contract or agreement relating to the funding and administration of such Employee Plans and (ii) any other agreement, contract or guarantee in the name of the Company (collectively, the “Acquired Assets”). Libbey Glass assumed from the Company and agreed to pay, discharge and perform, all of the obligations and liabilities of the Company in connection with the Acquired Assets.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Contribution and Exchange Agreement
On November 5, 2020, pursuant to the Plan, the Company and Libbey Holdings Inc., a Delaware corporation (“Holdings”), entered into that certain Contribution and Exchange Agreement (the “Contribution Agreement”). Upon execution of the Contribution Agreement, the Company contributed to Holdings 100% of the outstanding common stock of Libbey Glass in exchange for 100 shares of Holdings common stock.
The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits:
Exhibit No. Description
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: November 12, 2020 |
By: |
/s/ Jennifer M. Jaffee |
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Jennifer M. Jaffee | |
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Senior Vice President, General Counsel and Secretary |