SOUTHFIELD, Mich., Nov. 19, 2021 -- Lear Corporation ("Lear",NYSE: LEA) announced today the Reference Yield and Total Consideration (each as summarized in the table below) to be paid in connection with the previously announced cash tender offer (the "Tender Offer") for up to $200,000,000 principal amount (the "Maximum Amount"), of its 3.800% Senior Notes due 2027 ("Notes").
The Maximum Amount represents the principal amount of Notes subject to the Tender Offer and excludes any Accrued Interest (as defined below) or Early Tender Payment (as defined below). 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 Reference Yield for the Notes and the Total Consideration for the Notes are summarized in the table below:
(1)Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase.
The Total Consideration for each $1,000 principal amount of Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the U.S. Treasury reference security (the "UST Reference Security") set forth in the table above on the bid-side price of such UST Reference Security as of 9:00 a.m., New York City time, on November 19, 2021.
Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 18, 2021 (the "Early Tender Date") will be eligible to receive the Total Consideration, which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 of $30 per $1,000 principal amount of Notes.
Lear expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on November 22, 2021 (the "Early Settlement Date").
Holders of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase are eligible to receive the Total Consideration, which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered at or prior to the Early Tender Date (the "Early Tender Payment"). In addition to the Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date ("Accrued Interest").
Because the aggregate principal amount of Notes validly tendered would exceed the Maximum Amount, Lear expects that it will accept validly tendered Notes on a prorated basis in accordance with the Offer to Purchase.
Because Lear expects to accept for purchase the Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offer after the Early Settlement Date. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder's account.
Lear expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered but the Tender Offer is subject to certain 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 email@example.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 firstname.lastname@example.org, BofA Securities, Inc. at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or via email at email@example.com and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll free) or via email at firstname.lastname@example.org. 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, the 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 the Notes. None of Lear, the Dealer Managers, Tender and Information Agent or the trustees with respect to the 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.
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.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. Lear also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this press release or in any other public statements that address operating performance, events or developments that Lear expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in Lear's Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, and its other Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, the impact of the ongoing COVID-19 pandemic on Lear's business and the global economy, supply chain disruptions, actual industry production volumes, commodity prices, the impact of restructuring actions and Lear's success in implementing its operating strategy.
The forward-looking statements in this press release are made as of the date hereof, and Lear does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.