Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on
Confirmation of Plan of Reorganization
On
Summary of Plan of Reorganization
The following is a summary of the material terms of the Plan. The summary does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Plan and the Confirmation Order filed as Exhibit 2.1 and 99.1,
respectively, to this Current Report on Form 8-K. Capitalized terms used in this
Current Report on Form 8-K and not otherwise defined will have the meanings
given to them in the Plan and the Confirmation Order. The Plan preserves the
Debtors' business and enhances their value by substantially deleveraging the
Debtors' balance sheet by approximately
The Plan provides that on the Effective Date, there will be a reorganization of
each Debtor and established processes for resolution of Administrative Claims,
Debtor-in-Possession ("DIP") Facility Claims and Priority Tax Claims. The Plan
reflects the terms of various settlements among the Debtors, the
The Plan creates nine classes of claims against and interests in the Debtors.
Holders of allowed claims in Class 1 (Other Priority Claims), Class 2 (Other
Secured Claims), Class 3 (Secured Tax Claims), Class 4 (Prepetition ABL Claims),
Class 5 (Prepetition Term Loan Claims (Secured Portion)), Class 6 (General
Unsecured Claims), Class 7 (Intercompany Claims), Class 8 (Old Parent
Interests), and Class 9 (Old Affiliate Interests). The Plan provides for the
full satisfaction of claims, unless treatment is otherwise specified, for
Classes 1, 2, 3, 4, 7 and 9, which were deemed to accept the Plan. Holders of
Class 5 Claims will receive their Pro Rata Share of 100% of the
The Plan provides for a release of the Released Parties, their respective Related Persons, certain Holders of Claims, and their respective assets and properties, by the Debtors and Reorganized Debtors, in their respective individual capacities and as debtors-in-possession, as more fully set forth in Article X.B.1 of the Plan.
The Effective Date of the Plan will be the first Business Day on which the
conditions specified in Article IX of the Plan have been satisfied or waived (in
accordance with Article IX of the Plan) and the Plan is declared effective by
the
Assets and Liabilities
As of
Treatment of the Company's Common Stock
As of
Item 3.03 Material Modification to Rights of Security Holders.
On the Effective Date, except to the extent otherwise provided in the Plan
(including, without limitation, Article V.E of the Plan) all stock, indentures,
instruments, certificates, agreements and other documents evidencing or relating
to Claims or Equity Interests (other than Old Affiliate Interests) shall be
canceled, and the obligations of the Debtors thereunder or in any way related
thereto shall be fully released, terminated, extinguished and discharged, in
each case without further notice to or order of the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Plan provides that on the Effective Date, the members of the Company's board
of directors will be deemed to have resigned, other than
Item 7.01 Regulation FD Disclosure.
On
The information furnished with this Item 7.01, including 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 Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits hereto, includes
forward-looking statements as defined in Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
reflect only the Company's best assessment at this time and are indicated by
words or phrases such as "goal," "plan," "expects," "believes," "will,"
"estimates," "anticipates," or similar phrases. These forward-looking statements
include all matters that are not historical facts. They include statements
regarding, among other things, the Company's intentions, beliefs or current
expectations concerning the timing of its emergence from Chapter 11 and impact
of such emergence on its balance sheet and operations going forward and the
terms and conditions of its exit financing. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Investors are
cautioned that forward-looking statements are not guarantees of future
performance and that our actual results of operations, financial condition and
liquidity, and the development of the industry in which we operate, may differ
materially from these statements. Investors should not place undue reliance on
such statements. Important factors potentially affecting performance include but
are not limited to risks and uncertainties related to the ability to consummate
the Plan; risks attendant to the bankruptcy process and the length of time that
we may be required to operate in bankruptcy; the effectiveness of the overall
restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies that we may employ to address our liquidity and capital resources;
restrictions on us due to the terms of the proposed exit financing arrangements
and restrictions imposed by the applicable courts; the effects of the Chapter 11
Cases on the Company and on the interests of various constituents, including
holders of the Company's common stock; other litigation and inherent risks
involved in a bankruptcy process; risks related to the trading of the Company's
securities on the OTC Pink marketplace; the impact of COVID-19 on the global
economy, our associates, our customers and our operations, our high level of
indebtedness and the availability and cost of credit; high interest rates that
increase the Company's borrowing costs or volatility in the financial markets
that could constrain liquidity and credit availability; the inability to achieve
savings and profit improvements at targeted levels in the Company's operations
or within the intended time periods; increased competition from foreign
suppliers endeavoring to sell glass tableware, ceramic dinnerware and metalware
in our core markets; global economic conditions and the related impact on
consumer spending levels; major slowdowns or changes in trends in the retail,
travel, restaurant and bar or entertainment industries, and in the retail and
foodservice channels of distribution generally, that impact demand for our
products; inability to meet the demand for new products; material restructuring
charges related to involuntary employee terminations, facility sales or
closures, or other various restructuring activities; significant increases in
per-unit costs for natural gas, electricity, freight, corrugated packaging, and
other purchased materials; our ability to borrow under the Company's DIP
financing arrangements; protracted work stoppages related to collective
bargaining agreements; increased pension expense associated with lower returns
on pension investments and increased pension obligations; increased tax expense
resulting from changes to tax laws, regulations and evolving interpretations
thereof; devaluations and other major currency fluctuations relative to the
Item 9.01 Financial Statements and Exhibits.
d) Exhibits: Exhibit No. Description 2.1 First Amended Joint Plan of Reorganization forLibbey Glass Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code 99.1 Confirmation Order 99.2 Press Release datedOctober 19, 2020
--------------------------------------------------------------------------------
© Edgar Online, source