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): June 21, 2018

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.)

Klarabergsviadukten 70, Section B, 7^th Floor,

Box 70381,

SE-107 24, Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 587 20 600

(Registrant’s 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))

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 1.02 Termination of a Material Definitive Agreement.

On May 24, 2018, Autoliv, Inc. (“Autoliv”) as borrower, and Autoliv ASP, Inc. (“Autoliv ASP”) as guarantor, entered into a US$800,000,000 bridge facility agreement with J.P. Morgan Securities PLC (“J.P. Morgan”) and Skandinaviska Enskilda Banken AB (publ) (“SEB”) as coordinators and bookrunners and SEB as facility agent (the “Bridge Facility”), with a purpose of financing part of the cash transfer to Veoneer in connection with the spin-off. Pursuant to the agreement, the Bridge Facility matures on November 24, 2018. Given the expectation that the proceeds from the Notes offering will be sufficient to finance Autoliv’s cash transfer to Veoneer, Inc. (“Veoneer”) prior to the completion of the spin-off as described in Item 2.03 below, Autoliv has informed SEB of its intention to terminate the Bridge Facility effective June 25, 2018. There are no amounts outstanding under the Bridge Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

On June 21, 2018, Autoliv, Autoliv ASP, as guarantor, and J.P. Morgan, Morgan Stanley & Co. International PLC (“Morgan Stanley”) and SEB (collectively, the “Joint Lead Managers”) entered into a subscription agreement pursuant to which Autoliv will issue to the Joint Lead Managers notes due 2023 in a principal amount of EUR 500 million with a coupon of 0.75 percent (the “Notes”). The subscription price is 99.527 percent of the principal amount of the Notes. The Joint Lead Managers will offer the Notes on behalf of Autoliv to third parties in denominations of EUR 100,000 and increments of EUR 1,000 above that. Autoliv ASP is guarantor of all payments due in respect of the Notes. The Notes will only be available to investors who are non-U.S. persons located outside the United States.

The Notes are due to be issued on June 26, 2018 and are expected to be admitted to trading on the Global Exchange Market (GEM) of the Irish Stock Exchange upon issue. The closing of the offering of the Notes is subject to the satisfaction of certain conditions set forth in the subscription agreement. The Joint Lead Managers may terminate the offering before closing if, in their opinion, there is a change in financial, political or economic conditions or exchange rates that would be likely to prejudice materially the success of the offering and distribution of the Notes.

The Notes will be issued subject to an Agency Agreement to be entered into among Autoliv, Autoliv ASP and HSBC Bank PLC, as fiscal and paying agent, in connection with the closing of the offering on June 26, 2018. The Agency Agreement provides for the appointment and reimbursement of the paying agents and sets forth the terms for the delivery of and payment for the Notes.

Autoliv expects to use the net proceeds from the offering for general corporate purposes, which are expected to form part of the expected cash transfer to Veoneer prior to the completion of the expected spin-off of Veoneer through a pro rata distribution of Veoneer’s common stock to Autoliv’s stockholders as of June 12, 2018. The distribution is expected to be completed on June 29, 2018.

Autoliv intends to file a copy of the Agency Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

On June 18, 2018, Autoliv issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

The information set forth under Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.

Safe Harbor Statement

This release 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, including those related to the timing and completion of the notes offering and the timing and completion of the spin-off and cash transfer. All forward-looking statements are based upon our current expectations, various assumptions and/or 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, including general economic conditions and fluctuations in the global automotive market. 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 publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

99.1 Press Release of Autoliv, Inc. dated June 18, 2018.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Autoliv, Inc. dated June 18, 2018

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: June 25, 2018

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv prices EUR 500 million bond issue

(Stockholm, Sweden, June 18, 2018) – Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb), today announced that it has priced a 5-year bond offering of EUR 500 million in the Eurobond market (the “Notes”). The Notes are due to be issued on June 26 and will carry a coupon of 0.75%. The Notes are expected to be admitted to trading on the Global Exchange Market (GEM) of the Irish Stock Exchange (Euronext Dublin) upon issue. Standard & Poor’s has assigned the Notes a rating of A-.

Autoliv expects to use the net proceeds from the offering of the notes for general corporate purposes, which may include forming part of the expected cash transfer to Veoneer ahead of the spin-off of Veoneer. As previously announced, Autoliv intends to provide total cash liquidity of approximately $1 billion to Veoneer (funded through a mixture of new external funding and existing cash). The spin-off is expected to be completed on June 29, 2018, with trading in Veoneer to begin on July 2, 2018.

Inquiries:

Media: Thomas Jönsson, Corporate Communications, Tel +46 (0)8 587 206 27

Investors & Analysts: Anders Trapp, Investor Relations, Tel +46 (0)8 587 206 71

Investors & Analysts: Henrik Kaar, Investor Relations, Tel +46 (0)8 587 206 14

Important Information

NOTHING IN THIS COMMUNICATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES REFERRED TO IN THIS COMMUNICATION HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

This communication is for distribution only to persons who (a) are outside the United Kingdom or (b) have professional experience in matters relating to investments or (c) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as relevant persons). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

This communication relates to an offering circular which has been prepared on the basis that any offer of securities in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus in accordance with Article 3 of the Prospectus Directive. The expression Prospectus Directive refers to Directive 2003/71/EC (as amended), and includes any relevant implementing measures in the Member State concerned.

Autoliv, Inc. Box 70381, 107 24 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 587 20627 E-mail: thomas.jonsson@autoliv.com Autoliv North America
26545 American Drive
Southfield, MI 48034, USA Phone: +1 (248) 794 4537 E-mail: ray.pekar@autoliv.com

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 72,000 employees in 27 countries. In addition, the Company has 23 technical centers in nine countries around the world, with 19 test tracks, more than any other automotive safety supplier. Sales in 2017 amounted to about US $10.4 billion. The Company’s shares are listed on the New York Stock Exchange (NYSE: ALV) and its Swedish Depository Receipts on Nasdaq Stockholm (ALIVsdb). For more information about Autoliv, please visit our company website at www.autoliv.com.

Safe Harbor Statement

This release 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, including those related to the timing, pricing and completion of the notes offering and the timing and completion of the spin-off and cash transfer. All forward-looking statements are based upon our current expectations, various assumptions and/or 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, including general economic conditions and fluctuations in the global automotive market. 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 publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

Autoliv Inc. Box 70381, 107 24 Stockholm 111 64 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 58720627 E-mail: thomas.jonsson@autoliv.com Autoliv North America
26545 American Drive
Southfield, MI 48034, USA Phone: +1 (248) 794 4537 E-mail: ray.pekar@autoliv.com