UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2006
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11311
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13-3386776 |
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(Commission File Number)
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(IRS Employer Identification Number) |
| incorporation) |
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| 21557 Telegraph Road, Southfield, MI
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48033 |
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(Zip Code) |
(248) 447-1500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 1—Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2006, Lear Corporation (“Lear”) issued a press release announcing that on November
30, 2006, Lear entered into an Asset Purchase Agreement (the “Purchase Agreement”) with
International Automotive Components Group North America, Inc. (“IAC”), International Automotive
Components Group North America, LLC (“IACNA”, and together with IAC, the “IAC Entities”), WL Ross
& Co. LLC (“WL Ross”) and Franklin Mutual Advisers, LLC (“Franklin”). The press release is attached
hereto as Exhibit 99.1 and is herein incorporated by reference.
Lear has agreed to transfer substantially all of the assets of its North American interior business
segment (as well as its interests in two China joint ventures) and $25 million of cash to the IAC
Entities. Lear will receive a 25% equity interest in IACNA and warrants for an additional 7%
equity interest in IACNA. WL Ross and Franklin will make aggregate cash contributions of $75
million to IACNA in exchange for the remaining equity and extend a $50 million term loan to the IAC
Entities. The IAC Entities will assume the ordinary course liabilities of Lear’s North American
interior business, while Lear will retain certain pre-closing liabilities, including pension and
post-retirement healthcare liabilities incurred through the closing date of the transaction. Lear
will fund up to an additional $40 million and WL Ross and Franklin will contribute up to an
additional $45 million, in the event that the IAC Entities do not meet certain financial targets in
2007.
The closing of the transaction contemplated by the Purchase Agreement is subject to various
conditions, including the receipt of required third-party consents, as well as other closing
conditions customary for transactions of this type. Lear expects the transaction to close in the
first quarter of 2007. In connection with the transaction, Lear has entered into various ancillary
agreements providing for customary minority shareholder rights and registration rights with respect
to its equity interest in IACNA.
In connection with the transaction, Lear expects to recognize a loss on divestiture of
approximately $675 million in the fourth quarter of 2006.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to
such agreement and to the form of Limited Liability Company Agreement of IACNA, filed as Exhibits
10.1 and 10.2, respectively, hereto, which are herein incorporated by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Asset Purchase Agreement dated as of November 30, 2006, by and among Lear Corporation,
International Automotive Components Group North America, Inc., WL Ross & Co. LLC, Franklin
Mutual Advisers, LLC and International Automotive Components Group North America, LLC. |
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