Adient announces early results of tender offers for 2025, 2024 notes

Chicago, Feb. 9 – Adient plc announced the results of its tender offer to purchase for cash any and all of Adient US LLC’s $600 million outstanding 9% senior first-lien notes due 2025 (Cusips: 00688JAB3, U00690AB0) and up to €177 million of Adient Global Holdings Ltd.’s €1 billion 3½% senior notes due 2024 (ISINs: XS1468664765, XS1468662801), according to a press release on Wednesday morning.

As of the early deadline of 5 p.m. ET on Feb. 8, in the any-and-all dollar offer noteholders had tendered $507.39 million, or 84.57%, of the series.

Because not all of the notes were tendered, the offer will remain open to the expiration time at 11:59 p.m. ET on Feb. 23.

In the capped offer for the 2024 notes, the offer was oversubscribed. Noteholders tendered €473,315,000 of the notes by the early deadline. Adient is maintaining the originally announced cap and will accept for purchase €177 million of the notes on a prorated basis. Accordingly, 36.7% of the tendered notes will be accepted for purchase with notes not accepted for purchase promptly returned to the tendering holders.

Consent solicitation

For the U.S. notes, the issuer was also soliciting consents to eliminate substantially all of the restrictive covenants and some events of default in the indenture and to permit the issuer to release all of the collateral that secures the obligations under the notes without the consent of holders. The two proposals had to be consented to together.

The consent solicitation needed a two-thirds majority to pass.

Tendering noteholders had to consent and vice versa.

The U.S. tender offer was not conditioned on the receipt of the required consents in the consent solicitation or the effectiveness of the proposed amendments.

However, the issuer has received the required consents needed in order to adopt the proposed amendments.

Details

Early settlement is planned for Feb. 10.

The tender offer for the dollar notes will still expire at 11:59 p.m. ET on Feb. 23. No more euro notes may be tendered.

Final settlement is expected to occur on Feb. 25.

Citigroup Global Markets Inc. is the dealer manager and solicitation agent (800 558-3745, 212 732-6106).

Global Bondholder Services Corp. is the tender agent and information agent (855 654-2014, contact@gbsc-usa.com).

Adient is a Plymouth, Mich.-based manufacturer of automotive seating.

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