SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 29, 2021
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
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
(Former name or former address, if changed since last report)
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Name of exchange
on which registered
|Ordinary Shares, par value $0.001||ADNT||New York Stock Exchange|
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. ☐
Preliminary Results of Tender Offer
On March 29, 2021, Adient plc announced that, in connection with the previously announced tender offer (the “Tender Offer”) by its indirect wholly-owned subsidiary, Adient US LLC (the “Issuer”), to purchase for cash up to $640,000,000 aggregate principal amount (the “Tender Cap”) of its $800,000,000 outstanding 7.00% Senior First Lien Notes due 2026 (the “Notes”), the Issuer has been advised by Global Bondholder Services Corporation, as Depositary for the Tender Offer, that at the end of the day, 5:00 p.m., New York City time on Friday, March 26, 2021 (the “Early Tender Time”), the Tender Offer was oversubscribed as it had received tenders of $648,425,000 aggregate principal amount of the Notes pursuant to the Tender Offer.
A copy of the press release dated March 29, 2021 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
On March 30, 2021, the Issuer purchased $640,000,000 aggregate principal amount of Notes that were validly tendered as of the Early Tender Time for aggregate cash of approximately $701,600,000, which reflected the total consideration offered in the Tender Offer for Notes validly tendered (107.00% of the principal amount of the Notes validly tendered), plus accrued and unpaid interest to, but not including, March 30, 2021. Following the purchase, the Issuer cancelled the $640,000,000 aggregate principal amount of Notes that were purchased.
Financial Statements and Exhibits.
|99.1||Press Release of Adient plc dated March 29, 2021.|
|104||Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).|
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.
|Date: March 30, 2021||By:|
/s/ Jeffrey M. Stafeil
|Name:||Jeffrey M. Stafeil|
|Title:||Executive Vice President and Chief Financial Officer|