Current Report Filing (8-k)
09 November 2021 - 02:47PM
Edgar (US Regulatory)
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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 |
001-35346 |
98-1029562 |
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
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):
|
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Ordinary Shares, $0.01 par value per share |
|
APTV |
|
New York Stock Exchange |
5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par
value per share |
|
APTV PRA |
|
New York Stock Exchange |
1.500% Senior Notes due 2025 |
|
APTV |
|
New York Stock Exchange |
4.250% Senior Notes due 2026 |
|
APTV |
|
New York Stock Exchange |
1.600% Senior Notes due 2028 |
|
APTV |
|
New York Stock Exchange |
4.350% Senior Notes due 2029 |
|
APTV |
|
New York Stock Exchange |
4.400% Senior Notes due 2046 |
|
APTV |
|
New York Stock Exchange |
5.400% Senior Notes due 2049 |
|
APTV |
|
New York Stock Exchange |
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.
☐
|
Item 2.04 |
Triggering Events That
Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement. |
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: |
November
9, 2021 |
|
APTIV PLC |
|
|
|
|
|
|
|
By: |
/s/ Katherine H. Ramundo |
|
|
|
|
Katherine H. Ramundo |
|
|
|
|
Senior Vice President, Chief Legal Officer,
Chief Compliance Officer and Secretary |
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