UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On February 20, 2020, Lear Corporation (the “Company”) announced that it intends to commence an underwritten public offering of senior unsecured notes due 2030 and an additional offering of its 5.25% senior unsecured notes due 2049 (the “Notes”). A copy of the press release announcing the launch of the offering of the Notes is attached as Exhibit 99.1 hereto.
Prior to the closing of the Notes offering, the Company anticipates entering into an extension agreement (the “Extension Agreement”) related to its credit agreement, dated August 8, 2017 (as amended, the “Credit Agreement”), to (i) extend the maturity date of its $1.75 billion unsecured revolving credit facility by one year to August 8, 2024 and (ii) specify the future conditions under which the Credit Agreement’s current LIBOR-based interest rate could be replaced in the future with an alternate benchmark interest rate. The maturity date of its $250.0 million unsecured term loan facility will remain August 8, 2022.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “forecasts” and similar expressions identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this Current Report on Form 8-K or in any other public statements that address operating performance, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and its other Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, commodity prices, the impact of restructuring actions and the Company’s success in implementing its operating strategy.
The forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |||
| 99.1 |
Press release, dated February 20, 2020, regarding launch of the Notes offering. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURES
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 thereunto duly authorized.
| Lear Corporation | ||||||
| Date: February 20, 2020 |
By: |
/s/ Jason M. Cardew | ||||
| Name: |
Jason M. Cardew | |||||
| Title: |
Senior Vice President and | |||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
| Lear Contacts: Alicia Davis (248) 447-1781 Ed Lowenfeld (248) 447-4380 |
Lear Announces Offering of Senior Notes
SOUTHFIELD, Michigan, February 20, 2020—Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, announced today that it intends to commence an underwritten public offering of senior unsecured notes due 2030 and an additional offering of its 5.25% senior unsecured notes due 2049. The terms of the offering will depend on market conditions and other factors.
The Company intends to use the net proceeds of this offering, together with cash on hand, to redeem the outstanding $650 million aggregate principal amount of its 5.25% Senior Notes due 2025 (the “2025 Notes”) at a price equal to 102.625% of the principal amount of such 2025 Notes plus accrued and unpaid interest up to, but not including, the redemption date.
Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. are acting as joint book-running managers for the bond offering. The Company is making this offering pursuant to a shelf registration statement that became effective upon filing with the Securities and Exchange Commission (the “SEC”) on August 10, 2017. This offering will be made solely by means of a prospectus and prospectus supplement, copies of which may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847), BofA Securities, Inc., 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attention: Prospectus Department (or by email at dg.prospectus_requests@bofa.com or telephone at 1-800-294-1322), or J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor (or by telephone at 1-212-834-4533), or through the SEC website at www.sec.gov.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “forecasts” and similar expressions identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other
written materials released to the public. All statements contained or incorporated in this press release or in any other public statements that address operating performance, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and its other Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, commodity prices, the impact of restructuring actions and the Company’s success in implementing its operating strategy.
The forward-looking statements in this press release are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.
About Lear Corporation
Lear, a global automotive technology leader in Seating and E-Systems, enables superior in-vehicle experiences for consumers around the world. Our diverse team of talented employees in 39 countries is driven by a commitment to innovation, operational excellence, and sustainability. Lear is Making every drive better™ by providing the technology for safer, smarter, and more comfortable journeys. Lear, headquartered in Southfield, Michigan, serves every major automaker in the world and ranks #147 on the Fortune 500.
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Document and Entity Information |
Feb. 20, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | LEAR CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0000842162 |
| Document Type | 8-K |
| Document Period End Date | Feb. 20, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-11311 |
| Entity Tax Identification Number | 13-3386776 |
| Entity Address, Address Line One | 21557 Telegraph Road |
| Entity Address, City or Town | Southfield |
| Entity Address, State or Province | MI |
| Entity Address, Postal Zip Code | 48033 |
| City Area Code | (248) |
| Local Phone Number | 447-1500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.01 |
| Trading Symbol | LEA |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |