Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The following series of related dispositions, acquisitions and other transactions that were contemplated by the Master Agreement have been completed:
Dispositions
• AdientAsia transferred all of the issued and outstanding equity interest in YFAS held by Adient Asia, which represents 49.99% of YFAS's total issued and outstanding equity interest, to Yanfeng forRMB 8,064 million (US$1,210 million ) (the "YFAS Sale"), of whichRMB 3,446 million (US$519 million ) was paid at the closing of the YFAS Sale, and the remaining RMB 4,618 million (US$691 million ) will be paid on or beforeDecember 21, 2021 . • AdientAsia transferred, simultaneous with the closing of the YFAS Sale: (i) all of the issued and outstanding equity interest inNantong Yanfeng Adient Seating Trim Co., Ltd. ("YFAT") held, directly or indirectly, by Adient Asia, which represents 25% of YFAT's total issued and outstanding equity interest, to KEIPER forRMB 38 million (US$6 million ) (the "Adient YFAT Sale"); (ii) all of the issued and outstanding equity interest inGuangzhou Dongfeng Adient Seating Co., Ltd. ("GZDFAS") held by AdientAsia , which represents 25% of GZDFAS's total issued and outstanding equity interest, to YFAS forRMB 371 million (US$56 million ) (the "GZDFAS Sale"); and (iii) all of the issued and outstanding equity interest inHefei Adient Yunhe Automotive Seating Co., Ltd. ("YHAS") held by AdientAsia , which represents 10% of YHAS's total issued and outstanding equity interest, to YFAS forRMB 13 million (US$2 million ) (together with the Adient YFAT Sale and GZDFAS Sale, collectively, the "Additional Equity Sales"). Acquisitions • Qiyue, being the successful bidder in the public bidding process (which was required to be conducted underPeople's Republic of China law with respect to the sale of state-owned assets), acquired from YFAS the 50% equity interest inChongqing Yanfeng Adient Automotive Components Co., Ltd. ("CQYFAS") and 100% equity interest inYanfeng Adient (Langfang) Seating Co., Ltd. owned by YFAS, simultaneous with the closing of the YFAS Sale, forRMB 1,754 million (US$271 million ) (the "YFAS JVs Acquisition"). Other Transactions • YFAS transferred all of the issued and outstanding equity interest in (i)Yanfeng Adient Founder Motor Co., Ltd. ("YFM") held, directly or indirectly, by YFAS, which represents 70% of YFM's total issued and outstanding equity interest; and (ii) YFAT held, directly or indirectly, by YFAS, which represents 75% of YFAT's total issued and outstanding equity interest, to KEIPER forRMB 71 million (US$11 million ) and RMB 113 million (US$17 million ), respectively.
In conjunction with the Master Agreement, Adient Asia also entered into an
agreement (the "Boxun Agreement") with
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The foregoing description of the Master Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Master Agreement filed as Exhibit 10.1 to Adient's Current Report on Form 8-K
dated
Item 7.01. Regulation FD Disclosure
On
The information contained in this Item 7.01 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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.2 hereto contain forward-looking
statements 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 expectations for the YFAS Sale,
Additional Equity Sales, YFAS JVs Acquisition, Boxun Equity Purchase and other
transactions (collectively, the "Transactions") benefits and outcome of the
Transactions, use of proceeds from the Transactions, as well as its future
financial position, sales, costs, earnings, cash flows, other measures of
results of operations, capital expenditures or debt levels and plans,
objectives, market position, 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: Adient's ability to
derive additional value from the Transactions for shareholders, the benefits and
outcome of the Transactions, the effect of the announcement of the Transactions
on Adient's business relationships, operating results and business generally,
risks that the Transactions disrupt current plans and operations, including
potential disruptions with respect to our employees, vendors, clients and
customers as well as management diversion or potential litigation, the effects
of local and national economic, credit and capital market conditions on the
economy in general, and other risks and uncertainties, the continued financial
and operational impacts of and uncertainties relating to the COVID-19 pandemic
on Adient and its customers, suppliers, joint venture partners and other
parties, the ability of Adient to execute its turnaround plan, the ability of
Adient to effectively launch new business at forecast and profitable levels, the
ability of Adient to meet debt service requirements, the terms of financing, the
impact of tax reform legislation through the Tax Cuts and Jobs Act and/or under
a new
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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.
Item 9.01. Financial Statements and Exhibits.
(a) The
effect to the YFAS Sale, the Additional Equity Sales, the YFAS JVs Acquisition and certain other transactions as set forth therein are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(d) Exhibits.
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