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 1, 2022

Veoneer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38471	82-3720890
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Klarabergsviadukten 70, Section C, 6th Floor SE-111 64

Box 13089, SE-10302

Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 527 762 00

(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):

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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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	VNE	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.☐

Introductory Note

On April 1, 2022, SSW HoldCo LP, a Delaware limited partnership (“SSW”) completed the acquisition of Veoneer, Inc., a Delaware corporation (“Veoneer” or the “Company”) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of October 4, 2021 (the “Merger Agreement”), by and among the Company, QUALCOMM Incorporated, a Delaware corporation (“Qualcomm”), SSW and SSW Merger Sub Corp, a Delaware corporation and a wholly owned subsidiary of SSW (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Veoneer, with Veoneer surviving the Merger and becoming a wholly owned subsidiary of SSW (the “Merger”). It is anticipated that shortly following the Merger, Qualcomm will acquire from SSW, Veoneer’s Arriver business through a series of transactions including a merger of Veoneer with and into a subsidiary of Qualcomm.

At the effective time of the Merger (the “Effective Time”), except as otherwise provided in the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the closing (other than shares held by the Company, SSW, Merger Sub, any of their respective wholly owned subsidiaries and the dissenting shares) was converted into the right to receive $37.00 per share in cash, without interest and subject to any tax withholding required by applicable law (the “Merger Consideration”).

Veoneer’s non-employee directors, executive officers and employees hold various types of compensatory awards with respect to the Common Stock, which include restricted stock units (RSUs), performance-based restricted stock units (PSUs) and stock option awards. The Merger Agreement provides for the treatment with respect to such awards. For additional information regarding the Merger Agreement’s treatment of outstanding Company RSUs, PSUs and stock option awards, please see Veoneer’s definitive proxy statement on Schedule 14A filed with the SEC on November 15, 2021 which is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indenture

In connection with the consummation of the Merger, Veoneer and U.S. Bank Trust Company, National Association (the “Convertible Notes Trustee”), entered into a First Supplemental Indenture (the “Supplemental Indenture”), dated as of April 1, 2022, which supplements the Indenture, dated as of May 28, 2019 (the “Original Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”), by and between Veoneer and the Convertible Notes Trustee, governing Veoneer’s 4.00% Convertible Senior Notes due 2024 (the “Convertible Notes”), of which approximately $207 million aggregate principal amount was outstanding on March 31, 2022.

The Supplemental Indenture provides that, from and after the effective date of the Merger the right to convert each $1,000 principal amount of the Convertible Notes will be changed to a right to convert such principal amount of Convertible Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock immediately prior to the Merger would have owned or been entitled to receive (the “Settlement Amount”), which will be, without giving effect to any applicable adjustment in connection with any make-whole fundamental change, cash equal to approximately $1,658.26 per $1,000 principal amount of Convertible Notes based on a conversion rate of 44.8179 and reflecting the right to receive $37.00 in cash for each share of Common Stock.

The foregoing descriptions of the Indenture and the Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Original Indenture and the Supplemental Indenture, which are included as Exhibits 4.1 and 4.2, respectively, hereto and incorporated into this Item 1.01 by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under the Introductory Note of this Current Report on Form 8-K and contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.

The consummation of the Merger constituted a Fundamental Change and a Make-Whole Fundamental Change under the Indenture. Pursuant to the Indenture, each holder of Convertible Notes has the right, at such holder’s option, to require Veoneer to repurchase for cash all of such holder’s Convertible Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn that is equal to $1,000 or an integral multiple of $1,000, on May 5, 2022 (the “Fundamental Change Repurchase Date”). Veoneer will repurchase such Convertible Notes properly surrendered and not validly withdrawn prior to the 5:00 P.M. New York City time on the business day immediately preceding the Fundamental Change Repurchase Date at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date.

In addition, pursuant to the terms and conditions of the Indenture, the Convertible Notes are currently convertible at the option of the holders thereof. Pursuant to the terms of the Indenture, if any holder elects to convert its Convertible Notes at any time from April 1, 2022 to, and including, May 4, 2022 (such period, the “Make-Whole Fundamental Change Period”), the conversion rate for such Convertible Notes will be increased to 45.9400 per $1,000 principal amount of Convertible Notes properly converted during the Make-Whole Fundamental Change Period.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Indenture (including form of Note) with respect to Veoneer’s 4.00% Convertible Senior Notes due 2024, between Veoneer and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Veoneer’s Current Report on Form 8-K filed with the SEC on May 28, 2019 (File No. 001-38471)).
4.2	Supplemental Indenture, dated as of April 1, 2022, between Veoneer and U.S. Bank Trust Company, National Association, as trustee.

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.

VEONEER, INC.
By:	/s/ Ray Pekar
Name:	Ray Pekar
Title:	Chief Financial Officer
Date: April 1, 2022

EX-4.2

Exhibit 4.2

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 2022, between Veoneer, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Indenture, dated as of May 28, 2019, between such parties (the “Indenture”) governing the 4.00% Convertible Senior Notes due 2024 (the “Notes”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.

RECITALS

WHEREAS, the Company, the issuer of the Notes under the Indenture, and the Trustee have heretofore executed and delivered the Indenture;

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger, dated as of October 4, 2021, by and among the Company, Qualcomm Incorporated (“Qualcomm”), a Delaware corporation, SSW Holdco LP, a Delaware limited partnership (“SSW”) and SSW Merger Sub Corp (“Merger Sub”), a Delaware corporation (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions contained in the Merger Agreement, each share of Common Stock, par value $1.00 per share (each, a “Share”), issued and outstanding immediately prior to the effective time of the Merger, will be converted into and shall thereafter represent only the right to receive $37.00 in cash per Share (the “Merger Consideration”);

WHEREAS, the Merger Consideration is to be paid to each holder of Shares without interest thereon and less any applicable withholding taxes;

WHEREAS, the merger of Merger Sub with and into the Company, with the Company as the surviving entity (the “Merger”), has been consummated on the date hereof in accordance with the Merger Agreement, substantially concurrently with the execution and delivery of this Supplemental Indenture;

WHEREAS, the consummation of the Merger as contemplated by the Merger Agreement constitutes a Fundamental Change, a Make-Whole Fundamental Change and a Share Exchange Event under the terms of the Indenture;

WHEREAS, under Section 14.01(b) of the Indenture, at and after the effective time of a Merger, the right to convert each $1,000 principal amount of Notes shall be changed to a right to convert such Notes into cash, shares of Common Stock, a combination of cash and shares of Common Stock or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”);

WHEREAS, under the terms of the Merger Agreement, as a result of the Merger, the Company’s Common Stock was converted into a right to receive the Merger Consideration;

WHEREAS, Section 14.07(a) of the Indenture provides that, in connection with a Share Exchange Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture providing for the conversion and settlement of the Notes as set forth in the Indenture;

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EXECUTION VERSION

WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Supplemental Indenture, and the Company and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders, as follows:

AGREEMENT

SECTION 1. Capitalized Terms.

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

SECTION 2. Settlement upon Conversion.

(a) In accordance with Section 14.03 of the Indenture, and from and after the Effective Date of the Merger (the “Effective Date”), the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger would have owned or been entitled to receive (the “Settlement Amount”), which shall be cash equal to approximately $1,658.26 per $1,000 principal amount of Notes based on a Conversion Rate of 44.8179 and reflecting the right to receive $37.00 in cash for each Share. Accordingly, any reference in respect of a holders’ conversion rights to a share of Common Stock in the Indenture shall be deemed a reference to a right to receive a cash amount equal to $37.00 and the provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the holders’ right to convert the Notes into the Settlement Amount.

(b) Notwithstanding the foregoing, Holders that elect to convert their Notes at any time from the date hereof (being the Effective Date) until the close of business on the Business Day immediately prior to the Fundamental Change Repurchase Date to be specified in a Fundamental Change Company Notice to be delivered in connection with the Merger, shall be entitled to receive consideration equal to $1699.78 per $1,000 principal amount of converted Notes based on an increased Conversion Rate of 45.9400, as adjusted in accordance with Section 14.03 of the Indenture as a result of the Merger which constitutes a Make-Whole Fundamental Change.

SECTION 3. Notes.

Each Note, with effect on and from the Effective Date, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Notes consistent with the terms of the Indenture, as amended by this Supplemental Indenture.

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EXECUTION VERSION

SECTION 4. Ratification and Effect.

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. Upon and after the execution of this Supplemental Indenture, the Indenture shall be supplemented in accordance herewith, this Supplemental Indenture shall form a part of the Indenture for all purposes and each reference in the Indenture to the Indenture shall mean and be a reference to the Indenture as modified hereby.

SECTION 5. Responsibility of the Trustee

The recitals in the Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement such amendments and waivers, including those contained herein, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee.

SECTION 6. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE TRUST INDENTURE ACT IS APPLICABLE.

SECTION 7. Conflicts.

To the extent of any inconsistency between the terms of the Indenture or the Notes and this Supplemental Indenture, the terms of this Supplemental Indenture will control.

SECTION 8. Miscellaneous.

This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein. All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement, binding on the parties hereto.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

ISSUER:
VEONEER INC.
By:	/s/ Eric Swanson
	Name: Eric Swanson
	Title: Secretary
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
By:
	Name:
	Title:

[Signature Page to Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

ISSUER:
VEONEER, INC.
By:
	Name:
	Title:

TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
By:	/s/ Monique Lorean
	Name: Monique Lorean
	Title:Vice President

XML

Document and Entity Information	Apr. 01, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 01, 2022
Entity Registrant Name	Veoneer, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38471
Entity Tax Identification Number	82-3720890
Entity Address, Address Line One	Klarabergsviadukten 70, Section C
Entity Address, Address Line Two	6th Floor SE-111 64
Entity Address, Address Line Three	Box 13089
Entity Address, City or Town	Stockholm
Entity Address, Country	SE
Entity Address, Postal Zip Code	SE-10302
City Area Code	46
Local Phone Number	8 527 762 00
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001733186
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	VNE
Security Exchange Name	NYSE