UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. | Entry into a Material Definitive Agreement. |
On April 8, 2021 (the “Amendment Effective Date”), Adient US LLC, a Michigan limited liability company (the “Lead Borrower”), Adient Global Holdings S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), Adient plc (“Parent”) and certain of Parent’s other subsidiaries entered into an amendment (the “Amendment”) of the Term Loan Credit Agreement, dated as of May 6, 2019 (the “Existing Credit Agreement” and, as amended, the “Credit Agreement”), among the Borrowers, each of the lenders identified therein and Bank of America, N.A., as administrative agent and collateral agent (the “Agent”).
The Amendment, among other changes, (i) extends the maturity date for loans outstanding under the Credit Agreement to April 8, 2028, (ii) reduces the interest rate margin applicable thereunder by 0.75% to 3.50%, in the case of Eurodollar Rate loans, and 2.50% (in the case of Base Rate loans) (in each case, with one 0.25% step down based on achievement of a specified first lien secured net leverage level starting with the fiscal quarter ending December 31, 2021) and (iii) makes certain other negative covenant and mandatory prepayment changes in connection therewith. The Amendment also established incremental term loans in an aggregate principal amount of $214 million, resulting in total loans outstanding under the Credit Agreement as of the Amendment Effective Date of $1.0 billion. Proceeds from the incremental term loans are being used to retire a portion of the Lead Borrower’s 7.00% senior first lien notes due 2026 and for general corporate purposes.
The obligations under the Credit Agreement continue to be guaranteed on a secured basis by Parent and certain of its material wholly-owned restricted subsidiaries on substantially the same terms and subject to the same exceptions as the Existing Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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 into this Item 2.03 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
EXHIBIT INDEX
Exhibit |
Exhibit Description | |
10.1 | Amendment No. 1 dated April 8, 2021 to the Term Loan Credit Agreement dated as of May 6, 2019, among the Borrowers, the lenders party hereto, and the Agent. | |
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: April 9, 2021 | By: | /s/ Jeffrey M. Stafeil | ||||
Name: | Jeffrey M. Stafeil | |||||
Title: | Executive Vice President and Chief Financial Officer |