Lear Corporation Announces Cash Tender Offer for its 3.800% Senior Notes due 2027

November 4, 2021

Lear Corporation Announces Cash Tender Offer for its 3.800% Senior Notes due 2027

November 4, 2021

Press Release

SOUTHFIELD, Mich., Nov. 4, 2021 -- Lear Corporation ("Lear",NYSE: LEA) announced today that it has commenced a cash tender offer (the "Tender Offer") for up to $200,000,000 aggregate principal amount, as may be increased or decreased by Lear (the "Maximum Amount"), of its 3.800% Senior Notes due 2027 ("Notes"). Lear intends to fund the repurchase of notes accepted for payment in the Tender Offer through its proposed offering of senior unsecured notes due 2032 and 2052.

The Maximum Amount represents the aggregate principal amount of Notes subject to the Tender Offer and excludes any Accrued Interest (as defined below) or Early Tender Payment (as defined below). Lear expressly reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Maximum Amount, without extending withdrawal rights and/or terminate the Tender Offer at any time prior to the Expiration Date (as defined below). If Holders (as defined below) tender more Notes in the Tender Offer than they expect to be accepted for purchase by Lear based on the Maximum Amount and Lear subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Amount, such Holders will not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.

The Tender Offer is summarized in the table below:

(1)

The Maximum Amount of $200,000,000 represents the aggregate principal amount of Notes that will be purchased in the Tender Offer. Lear may increase or decrease the Maximum Amount as described in the Offer to Purchase (as defined below).

(2)

The page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid side price of the U.S. Treasury Security. In the above table, "UST" denotes a U.S. Treasury Security.

(3)

Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase.

The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 4, 2021 (as amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a "Holder" and collectively, the "Holders") of Notes. The purpose of the Tender Offer is to repurchase a portion of  Lear's outstanding indebtedness and to extend the average maturity of Lear's long-term indebtedness during a time of favorable market conditions.

Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 18, 2021 (the "Early Tender Date") will be eligible to receive the Total Consideration, which includes the Early Tender Payment. Notes validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on December 3, 2021 (the "Expiration Date") will be eligible to receive the Maximum Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment.

The Total Consideration payable by Lear for Notes will be a price per $1,000 principal amount based on the yield to maturity of the U.S. Treasury reference security specified in the table above (the "UST Reference Security"), as determined at 9:00 a.m., New York City time, on November 19, 2021 (unless otherwise extended by us as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase. For the avoidance of doubt, if the Total Consideration determined is less than $1,000 per $1,000 principal amount of Notes, then the Total Consideration will be calculated to the stated maturity date and not to the first par call date for Notes.

The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be November 22, 2021, the second business day after the Early Tender Date (the "Early Settlement Date"). The settlement date for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be December 7, 2021, the second business day after the Expiration Date (the "Final Settlement Date," and along with the Early Settlement Date, each a "Settlement Date"), if the Maximum Amount is not purchased on the Early Settlement Date.

In addition to the Total Consideration or Maximum Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest ("Accrued Interest") on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date.

Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on November 18, 2021 (such date and time, as it may be extended, the "Withdrawal Deadline") may withdraw such tendered Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless Lear is required to extend withdrawal rights under applicable law.

The Tender Offer is not conditioned on any minimum principal amount of Notes being validly tendered; however, Lear's obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, Lear's waiver of the conditions, including a financing condition and certain other general conditions, as described in the Offer to Purchase.

Lear has retained Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc. to act as Dealer Managers (the "Dealer Managers", and each a "Dealer Manager") for the Tender Offer. Global Bondholder Services Corporation has been retained to act as the Tender and Information Agent for the Tender Offer. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent either by email at contact@gbsc-usa.com, or by phone (212) 430-3774 (for banks and brokers only) or (866) 470-3900 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll free) or via email at us.lm@barclays.com, BofA Securities, Inc. at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or via email at debt_advisory@bofa.com and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll free) or via email at ny.liabilitymanagement@citi.com. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to Holders of Notes. None of Lear, the Dealer Managers, Tender and Information Agent or the trustees with respect to Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.

About Lear

Lear, a global automotive technology leader in Seating and E-Systems, enables superior in-vehicle experiences for consumers around the world. Lear's diverse team of talented employees in 38 countries is driven by a commitment to innovation, operational excellence, and sustainability. Lear is Making every drive better™ by providing the technology for safer, smarter, and more comfortable journeys. Lear, headquartered in Southfield, Michigan, serves every major automaker in the world and ranks #179 on the Fortune 500. Further information about Lear is available at lear.com, or follow us on Twitter @LearCorporation.

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