Adient launches tender offer, consent solicitation for senior notes

Chicago, Jan. 26 – Adient plc announced the beginning of an 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.

Adient is offering to buy the 9% notes for a total consideration of $1,058.75 per $1,000 note. For the 3½% notes, the offer is €1,020 per €1,000 note. The considerations include an early tender premium of either $50 or €50.

Interest will also be paid to the applicable settlement date.

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

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

Tendering noteholders must consent and vice versa.

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

The capped offer for the euro notes may be prorated.

Each issuer is using cash on hand to pay for the tender offers.

The purpose of the tender offers is to retire debt.

The early tender deadline for the full consideration is 5 p.m. ET on Feb. 8, also the withdrawal deadline.

Early settlement is planned for Feb. 10.

The tender offers will expire at 11:59 p.m. ET on Feb. 23.

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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