| Item 1.01. |
Entry into a Material Definitive Agreement |
Pursuant to the previously announced offering of $700,000,000 aggregate principal amount of 2.396% Senior Notes due 2025 (the “2025 Notes”), $800,000,000 of 3.250% Senior Notes due 2032 (the “2032 Notes”) and $1,000,000,000 of 4.150% Senior Notes due 2052 (the “2052 Notes” and, together with the 2025 Notes and the 2032 Notes, the “Notes”) to be issued by Aptiv PLC and Aptiv Corporation (together with Aptiv PLC, the “Issuers”), the Issuers, the Guarantor (as defined below), Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent, entered into a ninth supplemental indenture, dated as of February 18, 2022 (the “Supplemental Indenture”) to the Senior Notes Indenture dated as of March 10, 2015 (as previously amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the Supplemental Indenture, the “Indenture”), providing for the issuance of the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by Aptiv Global Financing Limited, an indirect subsidiary of Aptiv PLC (the “Guarantor”).
The 2025 Notes will bear interest at a fixed rate of 2.396% per annum, and interest will be payable on February 18 and August 18 of each year, beginning August 18, 2022 until the maturity date of February 18, 2025. The 2032 Notes will bear interest at a fixed rate of 3.250% per annum, and interest will be payable on March 1 and September 1 of each year, beginning September 1, 2022 until the maturity date of March 1, 2032. The 2052 Notes will bear interest at a fixed rate of 4.150% per annum, and interest will be payable on May 1 and November 1 of each year, beginning May 1, 2022 until the maturity date of May 1, 2052. The Issuers may redeem the Notes at such times and at the redemption prices as provided for in the Indenture. The Indenture also contains certain covenants as set forth in the Indenture and requires the Issuers to offer to repurchase the Notes upon certain change of control events.
Further, if Aptiv PLC’s previously disclosed acquisition of Wind River Systems, Inc. (the “Acquisition”) has not been consummated on or prior to July 10, 2023, or if prior to such date, the definitive agreement relating to the Acquisition is terminated, then the Issuers will be required to redeem all of the 2032 Notes and all of the 2052 Notes at a redemption price equal to 101% of the principal amount of each of the 2032 Notes and the 2052 Notes, plus accrued and unpaid interest, if any, to, but not including the redemption date.
The description of the Indenture contained herein is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture (including the form of Notes) which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.