Item
1.01.
Entry into a Material Definitive Agreement.
To
the extent
required by Item 1.01 of Form 8-K, the information contained in or incorporated
by reference into Item 2.03 of this Current Report is hereby incorporated
by
reference into this Item 1.01.
|
Item
2.03.
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
On
November 8,
2007, Autoliv ASP, Inc., an Indiana corporation (“ASP”) and a wholly-owned
subsidiary of Autoliv, Inc. (the “Company”), issued and sold, at par, an
aggregate principal amount of $400,000,000 of Guaranteed Senior Notes (the
“Notes”), pursuant to a Note Purchase and Guaranty Agreement dated November 8,
2007 (the “Note Purchase Agreement”), by and among ASP, the Company and the
purchasers listed therein (the “Purchasers”). The Notes are
unsecured. Repayment of the Notes is guaranteed by the Company and
certain of the Company’s subsidiaries; the Company’s obligations in respect of
its guarantee rank pari passu in right of payment with all other senior,
unsecured indebtedness of the Company. The proceeds of the Notes will
be used for repayment of existing group indebtedness and for other general
corporate purposes.
The
Notes consist
of four series of varying sizes maturing between 2012 and 2019. Interest
on the
Notes will be payable semiannually on the 8th day
of November and
May of each year, commencing with May 8, 2008, and principal is payable
on the
applicable maturity dates of the Notes.
The
Company has
entered into swap arrangements with respect to the proceeds of the notes
offering. The maturity and interest rate profile of the notes following
these
swaps is as follows:
$110
million of
five-year notes at 5.56%, $90 million of seven-year notes at 5.81%, $35
million
of seven-year notes at LIBOR +0.81%, $105 million of ten-year notes at
LIBOR
+0.94% and $60 million of twelve-year notes at LIBOR +0.97%.
Under
the Note
Purchase Agreement, ASP may at any time, with notice, prepay all or a portion
equal to or greater than 5% of the Notes, for an amount equal to the principal,
accrued interest and a “make-whole” prepayment premium as calculated under the
Note Purchase Agreement. ASP will be required to make an offer to
prepay the Notes following a change in control (as defined in the Note
Purchase
Agreement) for an amount equal to the principal and accrued interest but
without
a “make-whole” or other premium.
The
Note Purchase
Agreement contains customary affirmative and negative covenants of ASP
and the
Company. Affirmative covenants relate to, among other
things: compliance with law; insurance coverage; maintenance of
properties; payment of taxes and claims; maintenance of corporate existence;
most favored lender status of the Purchasers; and pari passu ranking of
the
Notes. Negative covenants limit the Company’s and its subsidiaries’
ability to, among other things: enter into transactions with
affiliates; consolidate or merge; sell, transfer or dispose of assets;
create
liens; create or incur subsidiary indebtedness; or substantially change
the
nature of the Company’s business.
The
Note Purchase
Agreement also contains customary events of default, including, among other
things, payment default, covenant default, breach of representation or
warranty,
bankruptcy, cross-default and failure to maintain subsidiary
guarantees.
The
Notes were
issued in a private placement in reliance on the exemption from registration
set
forth in Section 4(2) of the Securities Act of 1933, as amended.
(c)
EXHIBITS
99.1 Press
Release of Autoliv, Inc. dated November 9, 2007 announcing Autoliv issues
$400
million of Private Placement Notes