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): April 20, 2020
ADIENT PLC
(Exact name of registrant as specified in its charter)
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| Ireland |
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001-37757 |
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98-1328821 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(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:
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| Title of class |
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Trading symbol(s) |
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Name of exchange on which registered |
| Ordinary Shares, par value $0.001 |
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ADNT |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 7.01. |
Regulation FD Disclosure. |
On April 20, 2020, Adient plc (“Adient”) issued a press release announcing the pricing of the private offering by its indirect wholly-owned subsidiary, Adient US LLC (the “Issuer”), of $600 million in aggregate principal amount of 9.00% senior secured notes due 2025 (the “Notes Offering”). Adient intends to use the net proceeds from the Notes Offering for working capital and other general corporate purposes.
The Notes Offering is expected to close on April 23, 2020, subject to customary closing conditions. The Notes Offering is subject to market and other conditions and may be delayed or may not occur as described or at all.
The Notes Offering is being 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.
The news release announcing the Notes Offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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.
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ADIENT PLC |
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| Date: April 20, 2020 |
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By: |
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/s/ Cathleen A. Ebacher |
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Name: |
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Cathleen A. Ebacher |
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Title: |
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Vice President, General Counsel and Secretary |
