8-K

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 25, 2019

ADIENT PLC

(Exact name of registrant as specified in its charter)

Ireland	001-37757	98-1328821
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

25-28 North Wall Quay, IFSC

Dublin 1, Ireland

(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)

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))

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 25, 2019, 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 $800 million in aggregate principal amount of 7.00% senior first lien notes due 2026 (the “Notes Offering”).  Adient also announced the pricing and allocation to lenders of a new $800 million term loan B credit facility with pricing set at LIBOR + 4.25% (the “New Term Loan Credit Facility”).  Adient intends to use the net proceeds from the Notes Offering, together with borrowings under the New Term Loan Credit Agreement and a new $1.25 billion asset-based revolving credit agreement (the “New Asset Based Revolver”), to prepay in full, and terminate commitments under, Adient’s existing credit agreement.

The Notes Offering, the New Term Loan Credit Facility and the New Asset Based Revolver (collectively, the “Refinancing Facilities”) are all expected to close on May 6, 2019, subject to customary closing conditions.  The Refinancing Facilities are 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 and discussing the New Term Loan Credit Facility and New Asset Based Revolver 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
Exhibit No.	Exhibit Description
99.1	Press Release of Adient plc dated April 25, 2019.

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.

		ADIENT PLC
Date: April 25, 2019	By:	/s/ Cathleen A. Ebacher
	Name:	Cathleen A. Ebacher
	Title:	Vice President,General Counsel and Secretary

EX-99.1

Exhibit 99.1 Adient announces pricing of $800 million of 7.00% senior first lien notes due 2026 PLYMOUTH, Mich., April 25, 2019 – Adient (NYSE: ADNT), a global leader in automotive seating, today announced the pricing of the private offering by its wholly-owned subsidiary, Adient US LLC, of $800 million in aggregate principal amount of 7.00% senior first lien notes due 2026 (the “Notes”). The Notes will be issued at par value. CONTACTS In addition, Adient today priced and allocated to lenders a new $800 million term Media: loan B credit facility with pricing set at LIBOR + 4.25% (the “New Term Loan Credit Mary Kay Dodero Facility”). Adient intends to use the net proceeds from this offering, together with T +1 734.254.7704 Mary.Kay.Dodero@adient.com borrowings under the New Term Loan Credit Agreement and a new $1.25 billion Investors: asset-based revolving credit agreement (the “New Asset Based Revolver”), to Mark Oswald T +1 734.254.3372 prepay in full, and terminate commitments under, our existing credit agreement. Mark.A.Oswald@adient.com The Notes offering, the New Term Loan Credit Facility and the New Asset Based Revolver are all expected to close on May 6, 2019, subject to customary closing conditions. The Notes offering will be 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. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes and related note guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction’s

securities laws, and may not be offered or sold in the United States to, or for the benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction. About Adient: Adient is a global leader in automotive seating. With 84,000 employees operating in 214 manufacturing/assembly plants in 32 countries worldwide, we produce and deliver automotive seating for all vehicle classes and all major OEMs. From complete seating systems to individual components, our expertise spans every step of the automotive seat- making process. Our integrated, in-house skills allow us to take our products from research and design all the way to engineering and manufacturing and into more than 25 million vehicles every year. Cautionary Statement Regarding Forward-Looking Statements: Adient has made statements in this document that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Adient’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward- looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient’s control, that could cause Adient’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the impact of tax reform legislation through the Tax Cuts and Jobs Act, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and other international trade relations, the ability of Adient to execute its SS&M turnaround plan, the ability of Adient to identify, recruit and retain key leadership, the ability of Adient to meet debt service requirements, the ability and terms of financing, general economic and business conditions, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, the ability of Adient to effectively integrate the Futuris business, and cancellation of or changes to commercial

arrangements. A detailed discussion of risks related to Adient’s business is included in the section entitled “Risk Factors” in Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018 filed with the SEC on November 29, 2018 and quarterly reports on Form 10-Q filed with the SEC, available at www.sec.gov. Potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Adient assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document. Adient does not undertake any obligation to update the projections to reflect events or circumstances or changes in expectations after the date of this document or to reflect the occurrence of subsequent events. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections based thereon # # # ADNT-FN