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.
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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.
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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.
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