Explanatory Note
This Amendment No. 1 on Form8-K/A is being filed by Adient plc (the “Company”) to amend its Current Report on Form8-K filed with the Securities and Exchange Commission on February 7, 2019 (the “Original Report”) to update its disclosure regarding the timing of the amended financial covenant step-downs referenced in the second paragraph of the Original Report. The financial covenant in the Company’s credit agreement steps down on June 30, 2020 and December 31, 2020, and not on September 30, 2020 and March 31, 2021 as stated in the Original Report. The sole change to the Original Report related thereto is made to Item 1.01, which is set forth below in its entirety. No other changes have been made to the Original Report or Exhibit 10.1 to the Original Report.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Amendment to the Credit Agreement
On February 6, 2019, Adient plc, a public limited company incorporated under the laws of Ireland (the “Company”), Adient Global Holdings Ltd, a public company organized under the Companies (Jersey) Law 1991 with registered number 121385 having its registered office at 3rd floor, 37 Esplanades, St Helier, Jersey, JE2 3QA (the “Borrower”), Adient US LLC, a Michigan limited liability company (the “Subsidiary Borrower”), and certain of their subsidiaries entered into a second amendment (the “Amendment”) to the credit agreement, dated July 27, 2016 (as amended on November 6, 2018, and as further amended by the Amendment, the “Credit Agreement”), among the Borrower, the Subsidiary Borrower, the several banks and other financial institutions from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, and the various other parties thereto.
The Amendment, among other things, (i) amends the financial covenant to require the Company’s first lien secured net leverage ratio to be, as of the last day of each fiscal quarter of the Company, not greater than 2.50 to 1.00 (stepping down to 2.25 to 1.00 on June 30, 2020 and to 2.00 to 1.00 on December 31, 2020), (ii) adds a new tier to the pricing schedule contained in the Credit Agreement that will be applicable when the total net leverage ratio is greater than or equal to 4.00 to 1.00, and (iii) makes certain other changes to the financial definitions, negative covenants and other provisions therein.
The above description is only a summary of certain provisions of the Amendment and is qualified in its entirety by reference to the provisions of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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Exhibit No. | | Exhibit Description |
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10.1 | | Second Amendment to the Credit Agreement, dated as of February 6, 2019, among Adient Global Holdings Ltd, Adient US LLC, the guarantors, the lenders party thereto, and JPMorgan Chase, N.A., as agent for the lenders from time to time party to the Credit Agreement (previously filed on Form8-K on February 7, 2019). |
