O-I Glass (NYSE: OI) signs $2.7 billion amended credit deal
Rhea-AI Filing Summary
O-I Glass, Inc., through its wholly owned subsidiary Owens-Illinois Group, Inc., entered into an Amended and Restated Credit Agreement on September 30, 2025 that provides for up to $2.7 billion of borrowings across term loans A, term loans B and a revolving credit facility, refinancing its March 22, 2022 credit agreement and related amendments. Term loans A and the revolving credit facility mature in September 2030 and term loans B in September 2032, but all can instead come due on a “Springing Maturity Date” if certain subsidiary senior notes remain outstanding 91 days before their stated maturity. The borrowings are secured by collateral of OI Group and certain subsidiaries and were used at closing to repay the prior facility and pay transaction fees and expenses.
The agreement includes restrictive covenants on liens, investments, contingent obligations, restricted payments, asset sales, affiliate transactions, sale-leasebacks, changes in fundamental business and amendments to subordinated debt. It also includes a Secured Leverage Ratio maintenance covenant that may limit additional financing or acquisitions if a specified maximum is exceeded. Pricing for term loans A and the revolver is tied to a Total Leverage Ratio, with margins ranging from 1.00% to 1.75% over Term SOFR or the Eurocurrency Rate and 0.00% to 0.75% over the Base Rate, while term loans B carry margins of 3.00% over Term SOFR and 2.00% over the Base Rate, plus a 0.20% to 0.35% annual commitment fee on unused revolver commitments.
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Insights
O-I Glass refinances $2.7 billion in secured bank debt with extended maturities and leverage-based pricing.
O-I Glass, Inc. has replaced its 2022 bank facility with a new Amended and Restated Credit Agreement for up to
The agreement introduces or continues a Secured Leverage Ratio maintenance covenant that applies to term loans A and the revolver, and after acceleration also to term loans B. This covenant, based on secured Net Indebtedness divided by Consolidated EBITDA as defined in the agreement, may limit additional secured financing or acquisitions if the ratio would exceed a specified maximum. Failure to comply with covenants can trigger an event of default, allowing lenders to halt revolver borrowings and accelerate all outstanding obligations, which in turn could cause cross-defaults under other debt securities.
Pricing for term loans A and the revolver depends on a Total Leverage Ratio, with margins between
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| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On September 30, 2025, Owens-Illinois Group, Inc. (“OI Group”), a direct, wholly owned subsidiary of O-I Glass, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement with Wells Fargo Bank, National Association, as Administrative Agent, Owens-Illinois General Inc., as Borrowers’ Agent, and the other Agents, Arrangers and Lenders named therein (the “Credit Agreement”). The Credit Agreement refinances in full OI Group’s Credit Agreement and Syndicated Facility Agreement, dated March 22, 2022 (as amended by Amendment No. 1 to Credit Agreement and Syndicated Facility Agreement dated August 30, 2022, the “Prior Credit Agreement”). The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility. The term loans A mature, and the revolving credit facility terminates, in September 2030, and the term loans B mature in September 2032; provided, however, that if any of the senior notes issued by certain subsidiaries of the Company are outstanding on the date that is 91 days prior to the maturity date for such senior notes (any such date, a “Springing Maturity Date”), then the term loans A, the revolving credit facility and the term loans B will mature and terminate, as applicable, on such Springing Maturity Date. Borrowings under the Credit Agreement are secured by certain collateral of OI Group and certain of its subsidiaries. The proceeds from the borrowings under the Credit Agreement at closing were used to refinance indebtedness under the Prior Credit Agreement and to pay transaction fees and expenses.
The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of OI Group and its subsidiaries to incur certain liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.
The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the revolving credit facility, for the benefit of the lenders under the term loans B) calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of OI Group to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.
Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.
The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility. The interest rate on borrowings under the Credit Agreement is, at OI Group’s option, the Base Rate, Term SOFR or, for non-US Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin. The applicable margin, for the Term Loans A and the revolving credit facility, ranges from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. The applicable margin, for the Term Loans B, is 3.00% for Term SOFR loans and 2.00% for Base Rate loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio.
The foregoing is not intended to be a complete description of the Credit Agreement and is qualified in its entirety by the full text of the Credit Agreement, which is attached as Exhibit 4.1 to this Current Report and incorporated herein by reference.
| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information set forth under Item 1.01 is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 4.1* | Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated September 30, 2025, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers’ Agent, Wells Fargo Bank, National Association, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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.
| O-I GLASS, INC. | ||
| Date: October 1, 2025 | By: | /s/ John A. Haudrich |
| Name: | John A. Haudrich | |
| Title: | Senior Vice President and Chief Financial Officer | |
FAQ
What did O-I Glass (OI) disclose in this 8-K filing?
O-I Glass disclosed that its wholly owned subsidiary Owens-Illinois Group, Inc. entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement on September 30, 2025, replacing its prior March 22, 2022 credit agreement.
How large is the new credit facility for O-I Glass (OI) and what types of loans are included?
The new Credit Agreement provides for up to $2.7 billion of borrowings, consisting of term loans A, term loans B, and a revolving credit facility.
When do the new O-I Glass (OI) credit facilities mature and what is the Springing Maturity Date?
Term loans A mature and the revolving credit facility terminates in September 2030, and term loans B mature in September 2032. However, if certain subsidiary senior notes are still outstanding 91 days before their maturity, all these loans will instead become due on that Springing Maturity Date.
What covenants are included in the new O-I Glass (OI) Credit Agreement?
The Credit Agreement includes covenants that limit liens, investments, contingent obligations, restricted payments, asset sales, affiliate transactions, sale-leasebacks, changes in fundamental business, and amendments to certain subordinated debt, subject to specified exceptions.
What is the Secured Leverage Ratio covenant in the O-I Glass (OI) Credit Agreement?
The Credit Agreement contains a Secured Leverage Ratio maintenance covenant for lenders under term loans A and the revolving credit facility. It is calculated as consolidated Net Indebtedness secured by Liens divided by Consolidated EBITDA, as defined in the agreement, and may limit additional financing or acquisitions if it would exceed a set maximum.
How is interest and fees determined under O-I Glass (OI)’s new Credit Agreement?
Borrowings bear interest at OI Group’s option at the Base Rate, Term SOFR, or (for non-U.S. dollar borrowings) the Eurocurrency Rate, plus an applicable margin. For term loans A and the revolver, margins range from 1.00% to 1.75% for Term SOFR and Eurocurrency Rate loans and 0.00% to 0.75% for Base Rate loans, based on a Total Leverage Ratio. Term loans B have margins of 3.00% over Term SOFR and 2.00% over the Base Rate, and unused revolving commitments incur a 0.20% to 0.35% per annum commitment fee.
What happens if O-I Glass (OI) defaults under the new Credit Agreement?
If an event of default occurs, the borrowers cannot request further revolving borrowings, and all amounts outstanding plus accrued interest may be declared immediately due and payable. This could also trigger defaults and accelerations under other outstanding debt securities.
