Item 1.01
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Entry into a Material Definitive Agreement.
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Senior First Lien Notes
On May 6, 2019,
Adient US LLC (
Adient US
), a wholly-owned subsidiary of Adient plc (
Adient
), entered into an indenture (the
Indenture
) relating to the issuance of $800 million aggregate principal amount
of Senior First Lien Notes (the
Notes
), by and between Adient US and U.S. Bank National Association, as trustee (the
Trustee
). Proceeds from the sale of the Notes, together with borrowings under Adient USs
New Term Loan Credit Agreement (as defined below) and ABL Credit Agreement (as defined below) were used (i) to repay the outstanding indebtedness and terminate commitments under Adients existing credit agreement, (ii) to pay related
premiums, fees and expenses in connection with the refinancing and entering into and funding of the new credit facilities and (iii) for working capital and other general corporate purposes.
The Notes mature on May 15, 2026 and bear interest at a rate of 7.00% per annum. Interest on the Notes is payable semi-annually in arrears on
November 15 and May 15 of each year, commencing on November 15, 2019.
Adient US may redeem the Notes, in whole or in part, at any time
prior to May 15, 2022, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date and a make-whole premium. Thereafter, Adient US may redeem the Notes, in whole or
in part, at established redemption prices, plus accrued and unpaid interest. In addition, on or prior to May 15, 2022, Adient US may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity
offerings at established redemption prices. Further, at any time and from time to time during the
36-month
period following the issue date of the Notes, Adient US may redeem up to 10% of the aggregate
principal amount of the Notes during each twelve-month period commencing with the issue date of the Notes at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the
redemption date.
If Adient US experiences a change of control (as defined in the Indenture), Adient US must offer to repurchase the Notes at a repurchase
price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The Notes are senior obligations of Adient US and rank equally in right of payment with all of Adient USs other existing and future senior debt. In
addition, the Notes are guaranteed by Adient and certain of Adients subsidiaries party to the Indenture as guarantors as well as certain of Adients subsidiaries that executed a supplemental indenture to the Indenture on May 6, 2019.
The Notes and the guarantees are secured
pari passu
with obligations under the New Term Loan Credit Agreement on a first-priority basis by substantially all of the tangible and intangible assets of Adient US and the guarantors, other than
collateral subject to a first-priority lien under the ABL Credit Agreement, consisting of, among other things, accounts receivable, inventory and bank accounts (and funds on deposit therein), in which the Notes and the guarantees have a
second-priority security interest, in each case, subject to certain exceptions.
The Indenture contains covenants that, among other things, restrict the
ability of Adient and its restricted subsidiaries to:
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create certain liens and enter into sale and lease-back transactions;
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create, assume, incur or guarantee certain indebtedness;
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pay dividends or make other distributions on, or repurchase or redeem, Adients capital stock or certain
other debt;
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make other restricted payments; and
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consolidate or merge with, or convey, transfer or lease all or substantially all of Adients and its
restricted subsidiaries assets, to another person.
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These covenants are subject to a number of other limitations and exceptions
set forth in the Indenture.
The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest,
failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving Adient and its significant subsidiaries.