false 0001670541 0001670541 2022-02-09 2022-02-09

 

 

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

Date of Report (date of earliest event reported): February 9, 2022

 

 

ADIENT PLC

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-37757   98-1328821
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

25-28 North Wall Quay, IFSC

Dublin 1, Ireland D01 H104

(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class

 

Trading
symbol(s)

 

Name of exchange
on which registered

Ordinary Shares, par value $0.001   ADNT   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

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))

 

☐

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 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

Third Supplemental Indenture

On February 10, 2022, Adient US LLC (the “U.S. Issuer”), an indirect wholly owned subsidiary of Adient plc (the “Company”), entered into a third supplemental indenture (the “Third Supplemental Indenture”), among the U.S. Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (the “Trustee”), to the Indenture, dated as of April 23, 2020 (the “Indenture”), among the U.S. Issuer, the guarantors party thereto and the Trustee, relating to the U.S. Issuer’s 9.00% Senior First Lien Notes due 2025 (the “2025 Notes”).

The Third Supplemental Indenture was entered into to effectuate the amendments (the “Proposed Amendments”) to the Indenture for which consents were solicited in the previously announced tender offer and consent solicitation with respect to the 2025 Notes. As of 5:00 p.m., New York City time, on Tuesday, February 8, 2022 (the “Early Tender Time”), the U.S. Issuer had received valid consents from $507,390,000 aggregate principal amount of the 2025 Notes, representing approximately 84.57% of the outstanding principal amount of the 2025 Notes, which amount was sufficient to constitute the requisite consents to approve the Proposed Amendments. Following the Early Tender Time, the consents received were not able to be revoked. The Third Supplemental Indenture amends the Indenture by, among other things, eliminating substantially all of the restrictive covenants and certain events of default contained in the Indenture and permitting the U.S. Issuer to release all of the collateral that secures or purports to secure the obligations under the 2025 Notes without the consent of holders of the 2025 Notes.

A copy of the Third Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference herein. The description of the Third Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Third Supplemental Indenture.

 

Item 8.01.

Other Events

Tender Offers

On February 9, 2022, the Company announced that (i) in connection with the previously announced tender offer (the “U.S. Tender Offer”) to purchase for cash any and all of the U.S. Issuer’s outstanding 2025 Notes, it had been advised by Global Bondholder Services Corporation (“GBSC”), as Depositary for the U.S. Tender Offer, that as of the Early Tender Time $507,390,000, or approximately 84.57% of the 2025 Notes outstanding prior to the U.S. Tender Offer, had been validly tendered and not withdrawn in the U.S. Tender Offer, and (ii) in connection with the previously announced tender offer (the “EUR Tender Offer”) by its indirect wholly-owned subsidiary Adient Global Holdings Ltd (the “Jersey Issuer”), to purchase for cash up to €177,000,000 (the “Maximum Principal Amount”) aggregate principal amount of the Jersey Issuer’s outstanding 3.50% Senior Unsecured Notes due 2024 (the “2024 Notes”), it had been advised by GBSC, as Depositary for the EUR Tender Offer, that as of the Early Tender Time €473,315,000, or approximately 47.33% of the 2024 Notes outstanding prior to the EUR Tender Offer, had been validly tendered and not withdrawn in the EUR Tender Offer.

A copy of the press release, dated February 9, 2022, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

On February 10, 2022 (the “Early Settlement Date”), (i) the U.S. Issuer purchased $507,390,000 aggregate principal amount of 2025 Notes that were validly tendered as of the Early Tender Time for aggregate cash of approximately $551,786,625, which reflected the total consideration offered in the U.S. Tender Offer for 2025 Notes validly tendered (105.875% of the principal amount of the 2025 Notes validly tendered), plus accrued and unpaid interest to, but not including, the Early Settlement Date, and (ii) the Jersey Issuer purchased €177,000,000 aggregate principal amount of 2024 Notes that were validly tendered as of the Early Tender Time for aggregate cash of approximately €183,553,329, which reflected the total consideration offered in the EUR Tender Offer for 2024 Notes validly tendered (102.000% of the principal amount of the 2024 Notes validly tendered), plus accrued and unpaid interest to, but not including, the Early Settlement Date. The aggregate principal amount of 2024 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeded the Maximum Principal Amount, and therefore acceptance of tenders of the 2024 Notes was subject to proration. Furthermore, as the EUR Tender Offer was fully subscribed at the Early Tender Time, any holders who tender 2024 Notes after the Early Tender Time will not have any of their 2024 Notes accepted for purchase. Following the purchases, the U.S. Issuer cancelled the $507,390,000 aggregate principal amount of 2025 Notes that were purchased and the Jersey Issuer cancelled the €177,000,000 aggregate principal amount of 2024 Notes that were purchased.

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

EXHIBIT INDEX

 

Exhibit
No. 		  

Exhibit Description

4.1    Third Supplemental Indenture, dated as of February 10, 2022, among Adient US LLC, the guarantors party thereto and U.S. Bank National Association, as Trustee and Collateral Agent.
99.1    Press Release of Adient plc dated February 9, 2022.
104    Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

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.

 

    ADIENT PLC
Date: February 10, 2022     By:  

/s/ Jeffrey M. Stafeil

    Name:   Jeffrey M. Stafeil
    Title:   Executive Vice President and Chief Financial Officer

Exhibit 4.1

EXECUTION VERSION

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 10, 2022, among Adient US LLC, a Michigan limited liability company (the “Company”), each guarantor identified on the signature pages hereto (collectively, the “Guarantors”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

WITNESSETH

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as supplemented or amended from time to time, the “Indenture”), dated as of April 23, 2020, providing for the issuance of 9.000% Senior First Lien Notes due 2025 (the “Notes”);

WHEREAS, the Company has solicited consents from the Holders of the Notes pursuant to its Offer to Purchase and Consent Solicitation Statement, dated January 26, 2022 (the “Offer to Purchase”), to certain proposed amendments to the Indenture with respect to the Notes as described in the Offer to Purchase and set forth in Section 2 of this Supplemental Indenture;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture with the consent of the Holders of at least 66 2/3% of the aggregate principal amount of Notes then outstanding in order to amend the Indenture as set forth in Section 2 of this Supplemental Indenture;

WHEREAS, the Company has received and caused to be delivered to the Trustee evidence of the consents from Holders of more than 66 2/3% in aggregate principal amount of the outstanding Notes (excluding any Notes Beneficially Owned by the Company or its Affiliates) and the Trustee has received all the documents described in Sections 9.02 and 9.06 of the Indenture required to enter into this Supplemental Indenture; and

WHEREAS, the Company hereby requests that the Trustee join with the Company and the Guarantors in the execution of this Supplemental Indenture and the Company has provided the Trustee with a Board Resolution authorizing the execution of and approving this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.    CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    AMENDMENTS TO INDENTURE. The following amendments shall apply with respect to the Indenture and the Notes:

(a)    the following sections and clauses of the Indenture are hereby deleted in their entirety:

Section 4.03 (Reports)

Section 4.04 (Compliance Certificate)

Section 4.05 (Taxes)

Section 4.06 (Stay, Extension and Usury Laws)

Section 4.07 (Restricted Payments)

Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries)

Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock)

Section 4.10 (Asset Sales)

Section 4.11 (Transactions with Affiliates)

Section 4.12 (Liens)

Clause (2) of Section 4.13 (maintenance of rights, licenses and franchises)

Section 4.14 (Offer to Repurchase Upon Change of Control)

Section 4.16 (Future Guarantees)

Section 4.17 (Designation of Restricted and Unrestricted Subsidiaries)

Section 4.19 (Changes in Covenants When Notes Rated Investment Grade)

Section 4.21 (Post-Closing Covenant)

Clause (a)(4) of Section 5.01

(b)    Section 6.01(3) of the Indenture is hereby amended by inserting the underlined language and removing the struck-through language below:

failure by Parent, the Company or any of their Restricted Subsidiaries for 60 days after notice by the Trustee to the Company or by the Holders of at least 30% in aggregate principal amount of the Notes then outstanding voting as a single class to the Company and the Trustee to comply with Section 4.02 or, for so long as Liens on the Collateral secure the Notes and the Guarantees, Sections 4.15, 4.18 and 4.20 of this Indentureany of the agreements in this (other than a default referred to in clause (1) or (2) of this Section 6.01)); provided that in the case of a failure to comply with Section 4.03, such period of continuance of such default or breach shall be 90 days after written notice described in this clause (3) of Section 6.01 has been given.

(c)     Section 4.15 is hereby amended by inserting the underlined language and removing the struck-through language below:

For so long as Liens on the Collateral secure the Notes and the Guarantees, the The Company and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents (including, without limitation, the notarization of the Spanish Law Security Documents, the delivery of notifications to counterparties and the registration in any applicable public registry). In addition, from time to time but only for so long as Liens on the Collateral secure the Notes and the Guarantees, the Company will reasonably promptly secure the obligations under this Indenture, the notes and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests in and liens on the Collateral. Such security interests and liens will be created under the Security Documents and other security agreements, mortgages and other instruments and documents in form and substance reasonably satisfactory to the Trustee.

(d)     Section 4.18 is hereby amended by inserting the underlined language below:

For so long as Liens on the Collateral secure the Notes and the Guarantees, Parent shall, and shall cause each of the Restricted Subsidiaries to, (i) at all times maintain, preserve and protect all property material to the conduct of its business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business); (ii) from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times and (iii) keep its insurable property insured at all times by financially sound and reputable insurers.

(e)     Section 4.20 is hereby amended by inserting the underlined language and removing the struck-through language below:

For so long as Liens on the Collateral secure the Notes and the Guarantees From and after the Issue Date, and subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Property), if the Company or any Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any First Lien Obligations or ABL Obligations, it shall concurrently grant (i) a first priority perfected security interest (subject to Permitted Liens and the terms of the Intercreditor Agreements) upon any such Fixed Asset Priority Collateral and (ii) a second priority perfected security interest (subject to Permitted Liens and the terms of the Intercreditor Agreements) upon any such ABL Priority Collateral, as security for the Notes Obligations. Notwithstanding the foregoing, for so long as Liens on the Collateral secure the Notes and the Guarantees the Company or such Guarantor shall execute and deliver such Mortgages, title insurance policies, financing statements, opinions of counsel and such other instruments as required under the Term Loan Credit Agreement as shall be reasonably necessary to vest in the Collateral Agent a first-priority perfected security interest (subject to Permitted Liens) in such Fixed Asset Priority Collateral that constitutes Mortgaged Property and compliance with such requirements under the Term Loan Credit Agreement shall satisfy the requirements of this Section 4.20.

 

-2-

(f)     Section 12.02 is hereby amended by inserting a new paragraph (D) at the end thereof as follows:

(D)    Notwithstanding anything else in this Indenture, the Notes, any Security Document or the Intercreditor Agreements, at the election of the Company set forth in an Officer’s Certificate delivered to the Trustee, the Liens on the Collateral that secure the Notes and the Guarantees shall automatically, unconditionally and irrevocably be released. Upon such election by the Company the Holders of the Notes irrevocably direct the Trustee and Collateral Agent to, and the Trustee and Collateral Agent shall, enter into such further amendments, instruments and agreements, and deliver such notices, certificates, instruments of release and other documents, in each case, as may be requested by the Company in order to give effect to such release.

(g)     Any provision contained in the Notes that relates to the sections in the Indenture that are amended pursuant to this Section 2 shall likewise be amended so that any such provision contained in such Note will conform to and be consistent with the Indenture, as amended by this Supplemental Indenture.

3.    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

4.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5.    COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

6.    EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.    THE TRUSTEE AND COLLATERAL AGENT. The Trustee and Collateral Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee and Collateral Agent shall be applicable in all respects of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

9.    SUCCESSORS. All agreements of the Company and the Guarantors in this Supplemental Indenture shall bind their successors, except as otherwise provided in the Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

-3-

10.    SEVERABILITY. In case any provision of this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability or the remaining provisions shall not in any way be affected or impaired thereby.

11.    EFFECT AND EFFECTIVENESS.

(a)    This Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Supplemental Indenture.

(b)    This Supplemental Indenture shall become effective and operative as of the date hereof upon the execution and delivery hereof by the Company, the Guarantors and the Trustee. The amendments provided for in Section 2 of this Supplemental Indenture shall not become operative unless and until at least 66 2/3% of the aggregate principal amount of outstanding Notes has been purchased by the Company pursuant to the terms set forth in the Offer to Purchase, and such amendments shall automatically become operative at such time.

[Signature Pages Follow]

 

-4-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

ADIENT US LLC
By:  

/s/ Brad Pilon

  Name:   Brad Pilon
  Title:   Authorized Person
ADIENT ELDON INC.
ADIENT SYSTEMS ENGINEERING LLC
ADIENT CLANTON INC.
ADIENT INC.
ADIENT HOLDING MEXICO LLC
ADIENT HOLDING BRAZIL LLC
ADIENT HOLDING SLOVAKIA LLC
ADIENT HOLDING TURKEY LLC
ADIENT HOLDING SOUTH AFRICA LLC
FUTURIS GLOBAL HOLDINGS, LLC
FUTURIS AUTOMOTIVE (NA) HOLDINGS, INC.
FUTURIS AUTOMOTIVE (NA) INTERMEDIATE HOLDINGS INC.
FUTURIS AUTOMOTIVE (US) INC.
FUTURIS AUTOMOTIVE (CA) LLC
CNI ENTERPRISES, INC.
CNI-DULUTH, LLC
NICA, INC.
UNIVERSAL TRIM, INC.,
as a Guarantor
By:  

/s/ Brad Pilon

  Name:   Brad Pilon
  Title:   Authorized Person
ADIENT US ENTERPRISED LIMITED PARTNERSHIP
By: Adient Ltd., its general partner
By:  

/s/ Brad Pilon

  Name:   Brad Pilon
  Title:   Authorized Person

 

[Signature Page to Third Supplemental Indenture]

Adient Global Holdings S.à.r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsibilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 214.737
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Category A Manager
By:  

/s/ Alexandru Cernat

  Name:   Alexandru Cernat
  Title:   Category B Manager
Adient Luxembourg Poland Holding S.à.r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsibilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 204.878
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Category A Manager
By:  

/s/ Alexandru Cernat

  Name:   Alexandru Cernat
  Title:   Category B Manager

 

[Signature Page to Third Supplemental Indenture]

Adient Luxembourg Asia Holding S.à.r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsibilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 208.006
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Category A Manager
By:  

/s/ Alexandru Cernat

  Name:   Alexandru Cernat
  Title:   Category B Manager
Adient Global Holdings Luxembourg S.à.r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsibilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 214.747
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Category A Manager
By:  

/s/ Alexandru Cernat

  Name:   Alexandru Cernat
  Title:   Category B Manager

 

[Signature Page to Third Supplemental Indenture]

Adient plc
By:  

/s/ Gregory Scott Smith

  Name:   Gregory Scott Smith
  Title:   Chief Accounting Officer
Adient Holding Ireland Limited
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director

 

[Signature Page to Third Supplemental Indenture]

Adient Global Holdings Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient International Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director

 

[Signature Page to Third Supplemental Indenture]

Adient Impulso S.A.P.I. de C.V., SOFOM, E.N.R.

Adient México Automotriz S. de R.L. de C.V.

Adient México Holding S. de R.L. de C.V.

Adient Industries México S. de R.L. de C.V.

Adient Querétaro S. de R.L. de C.V.

Adient Shared Services México S. de R.L. de C.V.

Adient Servicios S. de R.L. de C.V.

Adient Subholding Leasing S. de R.L. de C.V.

Adient Leasing México S. de R.L. de C.V.

Ensamble de Interiores Automotrices México S. de R.L. de C.V.

Ensamble de lnteriores Automotrices, S. de R.L. de C.V.

Adient México S. de R.L de C.V.

Brena Mex, S.A. de C.V.

By:  

/s/ Jeffrey M. Stafeil

Name:   Jeffrey M. Stafeil
Title:   Attorney-in-fact

 

[Signature Page to Third Supplemental Indenture]

ADIENT BELGIUM BV, a private limited company (besloten vennootschap/société a responsabilité limité) organised and existing under Belgian law, having its registered office at Paul Christiaenstraat 1, 9960 Assenede and registered under company number 0437.456.835 RLP Ghent, division Ghent, as a Guarantor
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director

 

[Signature Page to Third Supplemental Indenture]

ADIENT SWEDEN AB
By:  

/s/ Gregory Scott Smith

  Name:   Gregory Scott Smith
  Title:   Authorized Officer

 

[Signature Page to Third Supplemental Indenture]

ADIENT SWEDEN AB
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Authorized Officer

 

[Signature Page to Third Supplemental Indenture]

ADIENT AUTOMOTIVE, S.L.U.
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Joint and Several Director
ADIENT SEATING SPAIN, S.L.U.
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Joint and Several Director
ADIENT SEATING HOLDING SPAIN, S.L.U.
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Joint and Several Director
ADIENT REAL ESTATE HOLDING SPAIN, S.L.U.
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Joint and Several Director

 

[Signature Page to Third Supplemental Indenture]

Adient Seating UK Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Properties UK Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Holding Germany Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Holding Europe Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Holding UK Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Financing Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director

 

[Signature Page to Third Supplemental Indenture]

Adient Financing International Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient UK Financing Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient UK Financing International Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director
Adient UK Global Financing Ltd
By:  

/s/ Phillip A. Rotman II

  Name:   Phillip A. Rotman II
  Title:   Director

 

[Signature Page to Third Supplemental Indenture]

ADIENT SEATING POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Siemianowice Śląskie, at 93 Krupanka Street, 41-100 Siemianowice , Śląskie entered into the register of entrepreneurs of the National Court Register, maintained by the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the National Register Court, under the KRS number: 0000236927, having the following numbers NIP: 5862148358 and REGON: 220066313 and a share capital of PLN 220,376,500.00
By:  

/s/ Jeffrey M. Stafeil

  Name:   Jeffrey M. Stafeil
  Title:   Attorney-in-fact
ADIENT FOAM POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Żory, at 6 Wygoda Street, 44-240 Żory, entered into the register of entrepreneurs of the National Court Register maintained by the District Court in Gliwice, X Commercial Division of the National Register Court, under the KRS number: 0000251430, having the following numbers NIP: 7010029670 and REGON: 140581505 and a share capital of PLN 14,650,000.00.
By:  

/s/ Jeffrey M. Stafeil

  Name:   Jeffrey M. Stafeil
  Title:   Attorney-in-fact
ADIENT POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Świebodzin, at 78 Zachodnia, 66-200 Świebodzin, entered into the register of entrepreneurs of the National Court Register, maintained by the District Court in Zielona G6ra, VIII Commercial Division of the National Register Court, under the KRS number: 0000013213, having the following numbers NIP: 9271756246 and REGON: 971291505 and a share capital of PLN 2,710,000.00.
By:  

/s/ Jeffrey M. Stafeil

  Name:   Jeffrey M. Stafeil
  Title:   Attorney-in-fact

 

[Signature Page to Third Supplemental Indenture]

U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent
By:  

/s/ Yvonne Siira

  Name:   Yvonne Siira
  Title:   Vice President

 

[Signature Page to Third Supplemental Indenture]

Exhibit 99.1

 

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For Immediate Release

   Adient announces early tender offer and consent solicitation results

 

 

 

CONTACTS

 

Media:

Mary Kay Dodero

+1 734.386.6253

Mary.Kay.Dodero@adient.com

 

Investors:

Mark Oswald

T +1 734.254.3372

Mark.A.Oswald@adient.com

   PLYMOUTH, Mich., February 9, 2022 — Adient plc (NYSE: ADNT) (the “Company”) today announced the early results for the previously announced (i) tender offer by its wholly owned subsidiary Adient US LLC (the “U.S. Issuer”) to purchase for cash any and all of its outstanding $600,000,000 9.00% senior first lien notes (the “2025 Notes”) (the “U.S. Tender Offer”) and 2025 Consent Solicitation (as defined below) and (ii) tender offer by its wholly owned subsidiary Adient Global Holdings Ltd (the “Jersey Issuer” and, together with the U.S. Issuer, the “Issuers”) to purchase for cash up to €177,000,000 of its outstanding 3.50% senior unsecured notes (the “2024 Notes”, and together with the 2025 Notes, the “Notes”) (the “EUR Tender Offer” and, together with the U.S. Tender Offer, each a “Tender Offer” and together the “Tender Offers”). The Tender Offers and 2025 Consent Solicitation are subject to the terms and conditions set forth in the Offer to Purchase, dated January 26, 2022, relating thereto (the “Offer to Purchase”).
  

 

As of the previously announced early tender deadline of 5:00 p.m., New York City time, on Tuesday, February 8, 2022 (the “Early Tender Time”), the Company has been advised by Global Bondholder Services Corporation, as Depositary for the U.S. Tender Offer, that approximately $507,390,000 in aggregate principal amount, or approximately 84.57%, of the outstanding 2025 Notes had been validly tendered and not withdrawn in the U.S. Tender Offer. As part of the U.S. Tender Offer, the U.S. Issuer also solicited consents (the “2025 Consent Solicitation”) from the holders of the 2025 Notes for certain proposed amendments that would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the 2025 Notes and (ii) permit the U.S. Issuer to release all of the collateral that secures or purports to secure the obligations under the 2025 Notes without the consent of Holders of the 2025 Notes (the “Proposed Amendments”). Consents representing 84.57% of the aggregate outstanding principal amount of 2025 Notes were delivered as of the Early Tender Time, which represent the required consents needed in order to adopt the Proposed Amendments.

   Subject to the terms and conditions of the U.S. Tender Offer, the U.S. Issuer is accepting for purchase all 2025 Notes validly tendered and not validly withdrawn prior to the Early Tender Time, with the settlement date for such purchase expected to occur on or about February 10, 2022. In addition, the Company intends to cause the U.S. Issuer to enter into a supplemental indenture with the trustee for the 2025 Notes to effect the Proposed Amendments. Because the aggregate principal amount of 2025 Notes validly tendered and not validly withdrawn in the U.S. Tender Offer prior to the Early Tender Time is less than $600,000,000, subject to the terms and conditions set forth in the Offer to Purchase, the U.S. Issuer intends to accept for purchase 2025 Notes validly tendered after the Early Tender Time and prior to the Expiration Time (as defined below).

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   As of the Early Tender Time, the Company has also been advised by Global Bondholder Services Corporation, as Depositary for the EUR Tender Offer, that the EUR Tender Offer was oversubscribed as approximately €473,315,000 in aggregate principal amount, or approximately 47.33%, of the outstanding 2024 Notes had been validly tendered and not withdrawn in the EUR Tender Offer.
   Subject to the terms and conditions of the EUR Tender Offer, the Jersey Issuer is accepting for purchase €177,000,000 2024 Notes validly tendered and not validly withdrawn prior to the Early Tender Time, with the settlement date for such purchase expected to occur on or about February 10, 2022. Due to oversubscription, the Jersey Issuer will accept all 2024 Notes that were tendered and not validly withdrawn on a prorated basis. Based on the terms of the EUR Tender Offer, approximately 36.70% of all 2024 Notes that were tendered and not validly withdrawn as of the Early Tender Time will be accepted for purchase. No 2024 Notes that are tendered after the Early Tender Time will be accepted for purchase. 2024 Notes that were tendered in the EUR Tender Offer but not accepted for purchase will be returned promptly to the tendering holders.
   The withdrawal deadline relating to the Tender Offers and 2025 Consent Solicitation occurred at 5:00 p.m., New York City time, on Tuesday, February 8, 2022. Notes previously tendered and not withdrawn, and Notes that are tendered after the withdrawal deadline, may not be withdrawn except as required by law. The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on Wednesday, February 23, 2022 (the “Expiration Time”), unless extended or earlier terminated by the applicable Issuer.
   Citigroup Global Markets Inc. is the Dealer Manager and Solicitation Agent in the Tender Offers and the 2025 Consent Solicitation. Global Bondholder Services Corporation is the Tender Agent and Information Agent for the Tender Offers and the 2025 Consent Solicitation. Persons with questions regarding the Tender Offers and the 2025 Consent Solicitation should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (toll free) (855) 654-2014 or by email to contact@gbsc-usa.com.

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   None of the Company, the Issuers, the Dealer Manager and Solicitation Agent, the Tender and Information Agent, the trustees or any of their respective affiliates (x) makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes and delivering any related Consents, and no one has been authorized by any of them to make such a recommendation or (y) except as expressly set forth herein with respect to the Company, the Issuers, the Dealer Manager and Solicitation Agent, the Tender and Information Agent or any of their respective affiliates, makes any representations or warranties. The trustees do not assume any responsibility for the accuracy or completeness of the information concerning the Company, the Issuers, their affiliates or the Notes contained herein or any failure by the Company or the Issuers to disclose events that may have occurred and may affect the significance or accuracy of that information. Holders must make their own decision as to whether to tender their Notes and deliver related consents, and, if so, the principal amount of Notes as to which action is to be taken.
   This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers and the 2025 Consent Solicitation are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Issuers by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
   About Adient:
   Adient (NYSE: ADNT) is a global leader in automotive seating. With approximately 75,000 employees in 33 countries, Adient operates 208 manufacturing/assembly plants worldwide. Adient produces and delivers automotive seating for all major OEMs. From complete seating systems to individual components, Adient’s expertise spans every step of the automotive seat-making process. Adient’s integrated, in-house skills allow it to take its products from research and design to engineering and manufacturing — and into more than 20 million vehicles every year. For more information on Adient, please visit www.adient.com.

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   Forward-Looking Statements:
   The Company has made statements in this document that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” or similar terms. Forward-looking statements are not guarantees of future performance and the Issuers’ and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. The Issuers caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Issuers’ or the Company’s control, that could cause the Issuers’ or the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the consummation of the Tender Offers or the 2025 Consent Solicitation at all or on the same or different terms as those set forth herein, whether recently completed strategic transactions in China and deleveraging activities may yield additional value for investors at all or on the same or different terms as those described in the statements made or incorporated by reference in this document, the timing, benefits and outcomes of the strategic transactions in China and/or the activities relating to our capital structure, the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties, any future redemption of Notes following the Tender Offer on the same or different terms as those set forth herein, the continued financial and operational impacts of and uncertainties relating to the COVID-19 pandemic on the Company and its customers, suppliers, joint venture partners and other parties, the ability of the Company to execute its turnaround plan, work stoppages, including due to supply chain disruptions and similar events, energy and commodity (particularly steel) prices, the availability of raw materials (including petrochemicals) and component products (including components required by our customers for the manufacture of vehicles (i.e., semiconductor chips)), automotive vehicle production levels, mix and schedules, as well as our concentration of exposure to certain automotive manufacturers, the ability of the Company to effectively launch new business at forecast and profitable levels, the ability of the Company or the Issuers to meet debt service requirements, the terms of future financing, the impact of tax reform legislation, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and other international trade relations, general economic and business conditions, the strength of the U.S. or other economies, shifts in market shares among vehicles, vehicle segments or away from vehicles on which the Company has significant content, changes in consumer demand, global climate change and related emphasis on ESG matters by various stakeholders, currency exchange rates and cancellation of or changes to commercial arrangements, and the ability of the Company to identify, recruit and retain key leadership. A detailed discussion of risks related to the Company’s business is included in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed with the SEC on November 23, 2021 and Quarterly Report on Form 10-Q for the Quarterly Period ended December 31, 2021, filed with the SEC on February 4, 2022 available at www.sec.gov. Holders of Notes should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, the Issuers assume no obligation, and disclaim any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.

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   ADNT-FN

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