PLYMOUTH, Mich., April 15, 2019 /PRNewswire/ -- Adient (NYSE:
ADNT), a global leader in automotive seating, today announced
that its wholly-owned subsidiary, Adient US LLC, intends, subject
to market and other customary conditions, to offer $750 million in aggregate principal amount of
senior secured notes due 2026 (the "Notes") in a private
offering.
Adient intends to use the net proceeds from this offering,
together with borrowings under the New Credit Facilities, to prepay
in full, and terminate commitments under, our Existing Credit
Agreement. The New Credit Facilities, which are expected to
consist of a Term Loan B and an Asset Based Revolver, together with
the Notes, are expected to provide pro forma liquidity of about
$1.9B.
The offering of the Notes will be made in a private transaction
in reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), only
to persons reasonably believed to be "qualified institutional
buyers" in accordance with Rule 144A under the Securities Act and
to persons outside the United
States in accordance with Regulation S under the Securities
Act.
This press release does not and will not constitute an offer to
sell or the solicitation of an offer to buy the Notes or any other
securities, nor will there be any sale of the Notes or any other
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. The Notes and
related note guarantees have not been and will not be registered
under the Securities Act or any state or other jurisdiction's
securities laws, and may not be offered or sold in the United States to, or for the benefit of,
U.S. persons absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
securities laws of any state or other jurisdiction.
About Adient:
Adient is a global leader in automotive
seating. With 84,000 employees
operating in 214 manufacturing/assembly plants in 32 countries
worldwide, we produce and deliver automotive seating for all
vehicle classes and all major OEMs. From complete seating systems
to individual components, our expertise spans every step of the
automotive seat-making process. Our integrated, in-house skills
allow us to take our products from research and design all the way
to engineering and manufacturing – and into more than 25 million
vehicles every year.
Cautionary Statement Regarding Forward-Looking
Statements:
Adient 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. In this document,
statements regarding Adient's future financial position, sales,
costs, earnings, cash flows, other measures of results of
operations, capital expenditures or debt levels and plans,
objectives, outlook, targets, guidance or goals are forward-looking
statements. Words such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," "should," "forecast,"
"project" or "plan" or terms of similar meaning are also generally
intended to identify forward-looking statements. Adient cautions
that these statements are subject to numerous important risks,
uncertainties, assumptions and other factors, some of which are
beyond Adient's control, that could cause Adient's actual results
to differ materially from those expressed or implied by such
forward-looking statements, including, among others, risks related
to: the impact of tax reform legislation through the Tax Cuts and
Jobs Act, uncertainties in U.S. administrative policy regarding
trade agreements, tariffs and other international trade relations,
the ability of Adient to execute its SS&M turnaround plan, the
ability of Adient to identify, recruit and retain key leadership,
the ability of Adient to meet debt service requirements, the
ability and terms of financing, general economic and business
conditions, the strength of the U.S. or other economies, automotive
vehicle production levels, mix and schedules, energy and commodity
prices, the availability of raw materials and component products,
currency exchange rates, the ability of Adient to effectively
integrate the Futuris business, and cancellation of or changes to
commercial arrangements. A detailed discussion of risks related to
Adient's business is included in the section entitled "Risk
Factors" in Adient's Annual Report on Form 10-K for the fiscal year
ended September 30, 2018 filed with
the SEC on November 29, 2018 and
quarterly reports on Form 10-Q filed with the SEC, available at
www.sec.gov. Potential investors and others 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, Adient assumes no obligation, and disclaims any
obligation, to update such statements to reflect events or
circumstances occurring after the date of this document.
Adient does not undertake any obligation to update the
projections to reflect events or circumstances or changes in
expectations after the date of this document or to reflect the
occurrence of subsequent events. No representations or warranties
are made as to the accuracy or reasonableness of such assumptions
or the projections based thereon
ADNT-FN
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SOURCE Adient