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): July 14, 2016
Autoliv, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-12933 | 51-0378542 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Vasagatan 11, 7th Floor, SE-111 20
Box 70381,
SE-107 24, Stockholm, Sweden
(Address and Zip Code of principal executive offices)
+46 8 587 20 600
(Registrants telephone number, including area code)
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 registrant 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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On July 14, 2016, Autoliv, Inc. (the Company) and its wholly owned subsidiaries, Autoliv ASP, Inc. and Autoliv AB, refinanced its existing revolving credit facility by entering into a US$1,100,000,000 multi-currency revolving credit facility agreement with 14 banks: HSBC Bank plc, Mizuho Bank, Ltd., Skandinaviska Enskilda Banken AB (publ), The Bank of Tokyo-Mitsubishi UFJ, Ltd., ING Belgium SA/NV, J.P. Morgan Securities PLC, Bank of China (UK) Limited, Citibank, N.A., London Branch, DNB Sweden AB, Morgan Stanley Bank N.A., Nordea Bank AB (publ), Société Générale, Wells Fargo Bank International and The Northern Trust Company, to refinance its existing credit facility (the Credit Agreement). The refinanced revolving credit facility matures in July 2021, but, subject to the banks approval, can be extended by the Company for up to two additional years. Under the Credit Agreement, the Company pays a commitment fee on the undrawn amount of 0.08% per annum, representing 35% of the applicable margin, which is 0.225% given the Companys current credit rating of A- from Standard and Poors. The Company may draw loans with maturities of up to five years and any amounts drawn under the facility shall be used for general corporate purposes. The facility is guaranteed by the Company and Autoliv ASP, Inc. As with all of the existing principal debt arrangements of the Company, the Credit Agreement does not have any financial covenants, i.e. performance-related restrictions.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the period ending September 30, 2016.
In addition, on July 15, 2016, the Company issued a press release regarding the Credit Agreement. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 1.02 | Termination of a Material Definitive Agreement. |
Effective July 14, 2016 and in connection with the execution of the Credit Agreement described in Item 1.01 of this report, the Facilities Agreement of $1,100,000,000, dated April 16, 2011, among the Company, Autoliv ASP, Inc., Autoliv AB, Merchant Banking, Skandinaviska Enskilda Banken AB (publ), and the other parties and lenders named therein, was terminated and the related commitments thereunder were cancelled.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this report is hereby incorporated by reference under this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 | Press Release issued on July 15, 2016 by Autoliv, Inc. |
2
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 hereunto duly authorized.
AUTOLIV, INC. | ||
By: | /s/ Lars A. Sjöbring | |
Name: | Lars A. Sjöbring | |
Title: | Group Vice President for Legal Affairs, General Counsel and Secretary |
Date: July 15, 2016
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release issued on July 15, 2016 by Autoliv, Inc. |
4
Exhibit 99.1
Autoliv has refinanced its existing Revolving Credit Facility
(Stockholm, July 15, 2016) Autoliv (NYSE: ALV och SSE: ALIVsdb), Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb), the worldwide leader in automotive safety systems has refinanced its existing $1.1 billion multi-currency revolving credit facility agreement with a group of 14 banks. The facility has a five-year maturity, with extension options for up to two more years. The facility agreement is for general corporate purposes and replaces our existing $1.1 billion syndicated facility, which matures in April 2018.
Autoliv is pleased to announce that the refinancing of its existing core $1.1 billion credit facility has been successfully closed, with a significant oversubscription from new and existing lenders.
The active bookrunners, co-ordinators and mandated lead arrangers are HSBC, Mizuho, and SEB. The other bookrunning mandated lead arrangers are MUFG, ING and JP Morgan. The lead arrangers are Bank of China, Citi, DnB, Nordea, Morgan Stanley, Société Générale and Wells Fargo Bank NA. The bank acting as arranger is Northern Trust.
As with all of the existing principal debt arrangements of Autoliv, this financial commitment does not have any financial covenants, i.e. performance-related restrictions.
Autoliv will file a copy of the facility agreement with its quarterly report in October 2016 with the Securities and Exchange Commission at www.sec.gov.
Inquiries:
Thomas Jönsson, Group Vice President Communications. Tel +46 (0)8 58 72 06 27
Mats Backman, CFO and Group Vice President of Finance. Tel +46 (0)8 58 72 06 19
About Autoliv
Autoliv, Inc. is the worldwide leader in automotive safety systems, and through its subsidiaries develops and manufactures automotive safety systems for all major automotive manufacturers in the world. Together with its joint ventures, Autoliv has more than 80 facilities with around 66,000 employees in 27 countries. In addition, the Company has 22 technical centers in nine countries around the world, with 20 test tracks, more than any other automotive safety supplier. Sales in 2015 amounted to about US $9.2 billion. The Companys shares are listed on the New York Stock Exchange (NYSE: ALV) and its Swedish Depository Receipts on the OMX Nordic Exchange in Stockholm (ALIV sdb). For more information about Autoliv, please visit our company website at www.autoliv.com.
Autoliv Inc. | Autoliv North America | |||
World Trade Center | 26545 American Drive | |||
Klarabergsviadukten 70 | Southfield, MI 48034, USA | |||
P. O. Box 703 81, SE-107 24 Stockholm, Sweden | Phone: +1 (248) 794 4537 | |||
Phone: +46 (8) 58 72 06 27 | e-mail: ray.pekar@autoliv.com | |||
e-mail: thomas.jonsson@autoliv.com |
Safe Harbor Statement
This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements. The Company undertakes no obligation to update publicly or revise any forward-looking statements in light of new information or future events. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update any such statement.
Autoliv Inc. | Autoliv North America | |||
World Trade Center | 26545 American Drive | |||
Klarabergsviadukten 70 | Southfield, MI 48034, USA | |||
P. O. Box 703 81, SE-107 24 Stockholm, Sweden | Phone: +1 (248) 794 4537 | |||
Phone: +46 (8) 58 72 06 27 | e-mail: ray.pekar@autoliv.com | |||
e-mail: thomas.jonsson@autoliv.com |