Owens-Illinois, BSN unit get required consents from noteholders in tender offers

New York, Dec. 1 - Owens-Illinois Inc. and its BSN Glasspack SA subsidiary said they have received the required noteholder consents to proposed indenture amendments as part of the companies' previously announced tender offers for several series of their notes.

As of the consent deadlines for the respective offers - which expired as scheduled on Nov. 29, without extension - Owens Illinois said it had received tenders and consents for 68% of its $350 million of outstanding 7.15% senior notes due 2005.

BSN had received tenders and consents for 91% of the €140 million of outstanding 10¼% senior subordinated notes due 2009 of BSN Financing Co. SA. and 99% of the €160 million of outstanding 9¼% senior subordinated notes due 2009 of BSN Glasspack Obligation SA.

The tender offers meanwhile continue and are scheduled to expire on Dec. 14, subject to possible extension.

Owens-Illinois also said that BSN Financing Co. intends to call any 10¼% notes that remain outstanding following completion of the tender offer, at a redemption price of 105.125%, plus accrued interest up to but excluding the redemption date. The redemption notice was expected to be issued on Dec. 1.

As previously announced, Owens-Illinois, a Toledo, Ohio-based packaging maker, said on Nov. 15 that it had begun a cash tender offer for any and all of its $350 million of outstanding 7.15% senior notes due 2005, while its BSN Glasspack SA indirect wholly owned subsidiary began a cash tender offer for any and all of the roughly €140 million of outstanding 10¼% senior subordinated notes due 2009 issued by BSN Financing Co. SA and any and all of the €160 million of outstanding 9¼% senior subordinated notes due 2009 issued by BSN Glasspack Obligation SA. Owens-Illinois and BSN also began soliciting the consent of respective noteholders to proposed amendments to the notes' indentures, which would eliminate certain covenants and events of default.

Owens-Illinois set a consent deadline of 5 p.m. ET on Nov. 29 and said that the tender offer would expire at 12:01 p.m. ET on Dec. 14. BSN set consent deadlines of 5 p.m. GMT on Nov. 29 and said that the tender offers would expire at 5 p.m. GMT on Dec. 14, with all deadlines subject to possible extension.

Owens-Illinois said that holders tendering its notes and delivering consents by the consent deadline would receive $1,018.55 per $1,000 principal amount, including a $15 per $1,000 consent payment. Holders tendering after the consent deadline would receive $1,003.55 per $1,000 principal amount. All tendering holders would also receive accrued interest up to but not including the payment date.

BSN said that holders who validly tender their 10¼% notes and validly deliver their consents by the consent deadline would receive €1,053.75 per €1,000 principal amount, including a consent payment of €20 per €1,000 principal amount. Holders tendering after the consent deadline would receive €1,033.75 per €1,000 principal amount. It said that holders tendering their 9¼% notes and delivering their consents would receive €1,145.90 per €1,000 principal amount. Holders tendering after the consent deadline would receive €1,125.90 per €1,000 principal amount, and all tendering holders would also receive accrued interest up to but not including the payment date.

The BSN offers are not being made in Italy.

Holders tendering their Owens-Illinois or BSN notes would be required to consent to the proposed amendments. The companies said that holders could not tender their notes without delivering consents or deliver consents without tendering their notes.

Goldman, Sachs & Co. (call 212 357-5680 or 877 686-5059, or Goldman Sachs International at +44 20 7774 0923) and BNP Paribas Securities Corp. (call 212 841-3059 or BNP Paribas at +44 20 7595 8014) are dealer managers. Global Bondholder Services Corp. is information agent and tender agent (contact the Corporate Actions department at 866-795-2200) for the Owens-Illinois offer.

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