| Item 1.01 |
Entry into a Material Definitive Agreement
|
The information contained in Item 2.03 of this Current Report on
Form 8-K is
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 March 15, 2023, Autoliv, Inc. (the “Issuer”) issued EUR 500,000,000 of notes
due March 15, 2028 (the “Notes”). The Notes have a coupon rate of
4.25% per annum, and the issue price of the Notes was 99.586% of
the aggregate nominal amount of the Notes. The Notes were offered
to third parties in denominations of EUR 100,000 and increments of
EUR 1,000 above that. Autoliv ASP, Inc. (the “Guarantor”) is guarantor of all payments
due in respect of the Notes. The net proceeds from the offering of
the Notes will be used by the Issuer to fund new or existing
projects that meet at least one of the Eligibility Criteria under
its Sustainable Financing Framework.
The Notes were issued pursuant to the Pricing Supplement, dated
March, 13, 2023 (the “Pricing
Supplement”), which supplements the base listing particulars
(the “Base Listing
Particulars”) of the Issuer’s EUR 3,000,000,000 guaranteed
medium term note programme dated February 17, 2023 (the
“EMTN Programme”). Copies of the Pricing
Supplement and the Base Listing Particulars are filed as Exhibits
1.1 and 4.1 to this Form 8-K, respectively, and
are incorporated herein by reference.
The Notes were issued pursuant to the terms of: (i) the
Programme Agreement, dated February 17, 2023, by and among the
Issuer, the Guarantor and the dealers named therein (the
“Programme Agreement”); and (ii) the Agency
Agreement, dated February 22, 2022, by and among the Issuer,
the Guarantor and the dealers named therein (the “Agency Agreement”). The Programme Agreement and
the Agency Agreement contain customary terms and conditions. Copies
of the Programme Agreement and the Agency Agreement are filed as
Exhibits 4.2 and 4.3 to this Form 8-K, respectively, and
are incorporated herein by reference.
Application has been made to The Irish Stock Exchange plc trading
as Euronext Dublin for the Notes to be admitted to the official
list of Euronext Dublin and to trading on the Global Exchange
Market of Euronext Dublin.
The Notes were issued pursuant to Regulation S under the United
States Securities Act of 1933, as amended (the “Securities Act”), and have not been and will not be
registered under the Securities Act. The Notes may not be offered
or sold within the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements under the Securities
Act. This Current Report on Form 8-K shall not constitute
an offer to sell, or the solicitation of an offer to buy, any
securities, including the Notes or any other securities of the
Issuer or the Guarantor.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
| 1.1* |
|
Pricing
Supplement, dated March, 13, 2023, of the EUR 500,000,000 of notes
due 15 March 2028 issued by Autoliv, Inc. |
|
|
| 4.1* |
|
Base
Listing Particulars, dated February 17, 2023. |
|
|
| 4.2* |
|
Programme Agreement, dated February 17,
2023, by and among Autoliv, Inc., Autoliv ASP, Inc. and the dealers
named therein. |
|
|
| 4.3* |
|
Agency
Agreement, dated February 22, 2022, by and among Autoliv,
Inc., Autoliv ASP, Inc. and the dealers named therein. |
|
|
| 104 |
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Cover Page Interactive Data File
(embedded within the Inline XBRL document) |