Current Report Filing (8-k)
November 09 2021 - 8:47AM
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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 9, 2021
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its
charter)
________________________________________________________________________________________________________________________
Jersey
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001-35346
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98-1029562
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5 Hanover Quay
Grand Canal Dock
Dublin, D02 VY79, Ireland
(Address of Principal Executive Offices, Including
Zip Code)
(Registrant’s Telephone Number, Including
Area Code) 353-1-259-7013
(Former Name or Former Address, if Changed Since
Last Report) N/A
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 (see General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, $0.01 par value per share
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APTV
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New York Stock Exchange
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5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share
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APTV PRA
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New York Stock Exchange
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1.500% Senior Notes due 2025
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APTV
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New York Stock Exchange
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4.250% Senior Notes due 2026
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APTV
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New York Stock Exchange
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1.600% Senior Notes due 2028
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APTV
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New York Stock Exchange
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4.350% Senior Notes due 2029
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APTV
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New York Stock Exchange
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4.400% Senior Notes due 2046
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APTV
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New York Stock Exchange
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5.400% Senior Notes due 2049
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APTV
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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Item 2.04
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Triggering Events That Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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On November 9, 2021, Aptiv PLC (the “Company”
or “Aptiv”), announced that it intends to redeem for cash the entire $700 million aggregate principal amount outstanding of
its subsidiary Aptiv Corporation’s 4.15% Senior Notes due 2024 (the “2024 Notes”) and the entire $650 million aggregate
principal amount outstanding of the Company’s 4.25% Senior Notes due 2026 (the “2026 Notes” and, together with the 2024
Notes, the “Notes”). The Notes are each redeemable at a redemption price that includes a make-whole premium, plus any interest
accrued and unpaid to the redemption date. The redemption is expected to occur on November 24, 2021, subject to satisfaction or waiver
by the Company of the condition described below.
The redemption of the Notes is conditioned upon
the completion, prior to the redemption date, of one or more debt financings that would generate gross proceeds sufficient to fund the
redemption. Any such financings are subject to market and other conditions.
Forward-Looking Statements
This Current
Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange
Act of 1934. Such forward-looking statements include, but are not limited to, those related to the financing and completion of the redemption
of the Notes and the completion of the offering of the new financing described herein. These forward-looking statements reflect, when
made, the Company’s current views with respect to current events, the proposed redemption of the Notes and new financing, and financial
performance, including the uncertainties posed by the COVID-19 pandemic and the difficulty in predicting its future course and its impact
on the global economy and the Company’s future operations and the potential disruptions in the supply of and changes in the competitive
environment for raw material and other materials integral to the Company’s products, including the current semiconductor supply
shortage on the Company’s future operations and balance sheet. Such forward-looking statements are subject to many risks, uncertainties
and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to
be materially different from the expectations set forth in this Current Report on Form 8-K. All statements that address future operating,
financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could
cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings
with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict
these events or how they may affect the Company. The Company disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
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November 9, 2021
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APTIV PLC
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By:
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/s/ Katherine H. Ramundo
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Katherine H. Ramundo
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Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary
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