APTV 8-K
Aptiv PLC (APTV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 19, 2024, Aptiv Swiss Holdings Limited (“Aptiv Swiss Holdings”), a wholly owned subsidiary of Aptiv PLC, merged (the “Merger”) with and into Aptiv Irish Holdings Limited (f/k/a Aptiv PLC) (“Aptiv Irish Holdings”), a wholly owned subsidiary of Aptiv PLC, with Aptiv Swiss Holdings surviving the Merger, pursuant to the Merger Agreement (the “Agreement”) dated November 4, 2024 between Aptiv Irish Holdings and Aptiv Swiss Holdings. The Merger was approved by shareholders of Aptiv Irish Holdings at an extraordinary general meeting of shareholders held on December 2, 2024.
In connection with the Merger, Aptiv Swiss Holdings entered into the Thirteenth Supplemental Indenture (the “Thirteenth Senior Supplemental Indenture”), dated as of December 19, 2024, by and among Aptiv Swiss Holdings, as successor issuer, Aptiv Global Financing Designated Activity Company and Aptiv Corporation, as obligors, and Aptiv PLC, as guarantor, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (the “Agent”) pursuant to which Aptiv Swiss Holdings assumed, as successor issuer, the obligations of Aptiv Irish Holdings with respect to all the outstanding senior notes previously issued by Aptiv Irish Holdings under the Senior Indenture, dated as of March 10, 2015, as amended from time to time, by and among Aptiv Irish Holdings, the guarantors party thereto, the Trustee and the Agent: €500 million principal amount of 1.60% Euro-denominated Senior Notes due 2028, $300 million principal amount of 4.35% Senior Notes due 2029, $550 million principal amount of 4.65% Senior Notes due 2029, $800 million principal amount of 3.25% Senior Notes due 2032, $550 million principal amount of 5.15% Senior Notes due 2034, €750 million principal amount of 4.25% Euro-denominated Senior Notes due 2036, $300 million principal amount of 4.40% Senior Notes due 2046, $350 million principal amount of 5.40% Senior Notes due 2049, $1,500 million principal amount of 3.10% Senior Notes due 2051, $1,000 million principal amount of 4.15% Senior Notes due 2052 and $550 million principal amount of 5.75% Senior Notes due 2054 (collectively, the “Senior Notes”).
In addition, in connection with the Merger, Aptiv Swiss Holdings entered into the Third Supplemental Indenture (the “Third Subordinated Supplemental Indenture”), dated as of December 19, 2024, by and among Aptiv Swiss Holdings, as successor issuer, Aptiv Global Financing Designated Activity Company, as co-obligor, Aptiv PLC and Aptiv Corporation, as guarantors, the Trustee and the Agent pursuant to which Aptiv Swiss Holdings assumed, as successor issuer, the obligations of Aptiv Irish Holdings with respect to the outstanding $500 million principal amount of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “Subordinated Notes”) previously issued by Aptiv Irish Holdings and Aptiv Global Financing Designated Activity Company under the Subordinated Indenture, dated as of September 13, 2024, as amended from time to time, by and among Aptiv Irish Holdings, the guarantors party thereto, the Trustee and the Agent.
The Thirteenth Senior Supplemental Indenture and the Third Subordinated Supplemental Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively, and the foregoing summaries are qualified in their entirety by reference to Exhibits 4.1 and 4.2.
Item 9.01 Financial Statements and Exhibits.
2
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: December 19, 2024 |
APTIV PLC | |||
By: |
/s/ Katherine H. Ramundo | |||
| Katherine H. Ramundo | ||||
| Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | ||||
3
Exhibit 4.1
Execution Version
THIRTEENTH SUPPLEMENTAL INDENTURE
1.60% EURO-DENOMINATED SENIOR NOTES DUE 2028
4.35% SENIOR NOTES DUE 2029
4.65% SENIOR NOTES DUE 2029
3.25% SENIOR NOTES DUE 2032
5.15% SENIOR NOTES DUE 2034
4.25% EURO-DENOMINATED SENIOR NOTES DUE 2036
4.40% SENIOR NOTES DUE 2046
5.40% SENIOR NOTES DUE 2049
3.10% SENIOR NOTES DUE 2051
4.15% SENIOR NOTES DUE 2052
5.75% SENIOR NOTES DUE 2054
Thirteenth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 19, 2024, among Aptiv Swiss Holdings Limited, a private limited company incorporated under the laws of Jersey (the “Successor Issuer”), Aptiv Corporation, a Delaware corporation (“Aptiv Corp”), Aptiv Global Financing Designated Activity Company, a designated activity company incorporated in Ireland (“AGFDAC” and together with Aptiv Corp, the “Obligors”), Aptiv PLC (formerly known as Aptiv Holdings Limited) (the “Guarantor”), Wilmington Trust, National Association, as the trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (the “Paying Agent”).
W I T N E S S E T H
WHEREAS, the Predecessor Issuer has heretofore executed and delivered to the Trustee and the Paying Agent an indenture, dated as of March 10, 2015 (the “Base Indenture”, and the Base Indenture, as amended and supplemented through the date hereof the “Indenture”), providing for the issuance of the 1.60% Euro-denominated Senior Notes due 2028 (the “2028 Notes”), the 4.35% Senior Notes due 2029 (the “4.35% 2029 Notes”), the 4.65% Senior Notes due 2029 (the “4.65% 2029 Notes”), the 3.25% Senior Notes due 2032 (the “2032 Notes”), the 5.15% Senior Notes due 2034 (the “2034 Notes”), the 4.25% Euro-denominated Senior Notes due 2036 (the “2036 Notes”), the 4.40% Senior Notes due 2046 (the “2046 Notes”), the 5.40% Senior Notes due 2049 (the “2049 Notes”), the 3.10% Senior Notes due 2051 (the “2051 Notes”), the 4.15% Senior Notes due 2052 (the “2052 Notes”) and the 5.75% Senior Notes due 2054 (the “2054 Notes” and, together with the 2028 Notes, the 4.35% 2029, the 4.65% 2029 Notes, the 2032 Notes, the 2034 Notes, the 2036 Notes, the 2046 Notes, the 2049 Notes, the 2051 Notes and the 2052 Notes, the “Notes”);
WHEREAS, on the date hereof, Aptiv Irish Holdings Limited (formerly known as Aptiv PLC) (the “Predecessor Issuer”) merged with and into the Successor Issuer pursuant to Article 18B (Mergers) of the Companies (Jersey) Law 1991, as amended, modified, or re-enacted from time to time, with the Successor Issuer surviving (the “Merger”);
WHEREAS, the Successor Issuer is a corporation organized and existing under the laws of Jersey;
WHEREAS, in connection with the Merger, the Successor Issuer shall execute and deliver a supplemental indenture pursuant to which the Successor Issuer shall expressly assume all of the obligations of the Predecessor Issuer under the Indenture and the Notes pursuant to (i) with respect to the 2028 Notes, the 4.35% 2029 Notes, the 2046 Notes and the 2049 Notes, Section 5.01(a) of the Base Indenture, (ii) with respect to the 2051 Notes, Section 6.01(a) of the Sixth Supplemental Indenture dated as of November 23, 2021, (iii) with respect to the 2032 Notes and the 2052 Notes, Section 6.01(a)(i) of the Ninth Supplemental Indenture dated as of February 18, 2022, (iv) with respect to 2036 Notes, Section 6.01(a)(i) of the Tenth Supplemental Indenture dated as of June 11, 2024 and (v) with respect to the 4.65% 2029 Notes, the 2034 Notes and the 2054 Notes, Section 6.01(a)(i) of the Eleventh Supplemental Indenture dated as of September 13, 2024;
WHEREAS, pursuant to Section 9.01(b) of the Base Indenture, the Issuer, the guarantors from time to time party thereto and the Trustee may amend or supplement the Indenture without the consent of any Holder to provide for the assumption by a successor entity of the obligations of the Predecessor Issuer under the Indenture;
WHEREAS, pursuant to Sections 9.01 and 9.05 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, pursuant to Sections 9.01 and 9.05 of the Base Indenture, the Paying Agent is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Successor Issuer hereby expressly assumes and agrees to perform all obligations of the Predecessor Issuer under the Indenture and the Notes.
The Successor Issuer, as the successor Person into which the Predecessor Issuer has merged, hereby succeeds to, and is substituted for, and may exercise every right and power of the Predecessor Issuer under the Indenture and the Notes with the same effect as if the Successor Issuer had been named as such (so that from and after the date hereof, the provisions of the Indenture referring to the Predecessor Issuer shall refer instead to the Successor Issuer).
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. The Successor Issuer irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the
Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with the Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.
The Successor Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 6. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
Section 7. If there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
Section 8. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Paying Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee and the Paying Agent subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated herein and made applicable to the Trustee and the Paying Agent with respect hereto. Neither the Trustee nor the Paying Agent shall be responsible for and makes no representation as to the validity or adequacy
of this Supplemental Indenture, and neither party shall not be responsible for any statement or recital herein. In the performance of its obligations set forth herein, the Trustee shall be entitled to all of the benefits, protections, indemnities and immunities afforded to it under the Indenture.
Section 9. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and no Holder of any series of Notes shall have any claim therefor against any party hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| APTIV SWISS HOLDINGS LIMITED, as Successor Issuer | ||
| By: | /s/ Massimo Fantini | |
| Name: Massimo Fantini | ||
| Title: Director | ||
| APTIV CORPORATION, as Obligor | ||
| By: | /s/ Rachel V. Friedenberg | |
| Name: Rachel V. Friedenberg | ||
| Title: Assistant Secretary | ||
| APTIV GLOBAL FINANCING DESIGNATED ACTIVITY COMPANY, as Obligor | ||
| By: | /s/ Darren Byrka | |
| Name: Darren Byrka | ||
| Title: Director | ||
| APTIV PLC, as Guarantor | ||
| By: | /s/ Robert S. Hoeppner | |
| Name: Robert S. Hoeppner | ||
| Title: Vice President, Corporate Controller & Treasurer | ||
[Signature Page to Thirteenth Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Arlene Thelwell | |
| Name: Arlene Thelwell | ||
| Title: Vice President | ||
[Signature Page to Thirteenth Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent | ||
| By: | /s/ Irina Golovashchuk | |
| Name: Irina Golovashchuk | ||
| Title: Vice President | ||
| By: | /s/ Sebastian Hidalgo | |
| Name: Sebastian Hidalgo | ||
| Title: Assistant Vice President | ||
[Signature Page to Thirteenth Supplemental Indenture]
Exhibit 4.2
Execution Version
THIRD SUPPLEMENTAL INDENTURE
6.875% FIXED-TO-FIXED RESET RATE JUNIOR SUBORDINATED NOTES DUE 2054
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 19, 2024, among Aptiv Swiss Holdings Limited, a private limited company incorporated under the laws of Jersey (the “Successor Issuer”), Aptiv Global Financing Designated Activity Company, a designated activity company incorporated in Ireland (the “Co-Obligor”), Aptiv Corporation, a Delaware corporation (“Aptiv Corp”), Aptiv PLC (formerly known as Aptiv Holdings Limited) (“Aptiv” together with Aptiv Corp, the “Guarantors”), Wilmington Trust, National Association, as the trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (the “Paying Agent”).
W I T N E S S E T H
WHEREAS, the Predecessor Issuer has heretofore executed and delivered to the Trustee and the Paying Agent an indenture, dated as of September 13, 2024 (the “Base Indenture”, and the Base Indenture, as amended and supplemented through the date hereof the “Indenture”), providing for the issuance of the 6.875% Fixed-To-Fixed Reset Rate Junior Subordinated Notes Due 2054 (the “Notes”);
WHEREAS, on the date hereof, Aptiv Irish Holdings Limited (formerly known as Aptiv PLC) (the “Predecessor Issuer”) merged with and into the Successor Issuer pursuant to Article 18B (Mergers) of the Companies (Jersey) Law 1991, as amended, modified, or re-enacted from time to time, with the Successor Issuer surviving (the “Merger”);
WHEREAS, the Successor Issuer is a corporation organized and existing under the laws of Jersey;
WHEREAS, in connection with the Merger, the Successor Issuer shall execute and deliver a supplemental indenture pursuant to which the Successor Issuer shall expressly assume all of the obligations of the Predecessor Issuer under the Indenture and the Notes pursuant to Section 8.01 of the First Supplemental Indenture dated as of September 13, 2024;
WHEREAS, pursuant to Section 9.01(b) of the Base Indenture, the Issuer, the guarantors from time to time party thereto and the Trustee may amend or supplement the Indenture without the consent of any Holder to provide for the assumption by a successor entity of the obligations of the Predecessor Issuer under the Indenture;
WHEREAS, pursuant to Sections 9.01 and 9.05 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, pursuant to Sections 9.01 and 9.05 of the Base Indenture, the Paying Agent is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Successor Issuer hereby expressly assumes and agrees to perform all obligations of the Predecessor Issuer under the Indenture and the Notes.
The Successor Issuer, as the successor Person into which the Predecessor Issuer has merged, hereby succeeds to, and is substituted for, and may exercise every right and power of the Predecessor Issuer under the Indenture and the Notes with the same effect as if the Successor Issuer had been named as such (so that from and after the date hereof, the provisions of the Indenture referring to the Predecessor Issuer shall refer instead to the Successor Issuer).
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. The Successor Issuer irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with the Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.
The Successor Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the
parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 6. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
Section 7. If there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
Section 8. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Paying Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee and the Paying Agent subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated herein and made applicable to the Trustee and the Paying Agent with respect hereto. Neither the Trustee nor the Paying Agent shall be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, and neither party shall not be responsible for any statement or recital herein. In the performance of its obligations set forth herein, the Trustee shall be entitled to all of the benefits, protections, indemnities and immunities afforded to it under the Indenture.
Section 9. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and no Holder of any series of Notes shall have any claim therefor against any party hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| APTIV SWISS HOLDINGS LIMITED, as Successor Issuer | ||
| By: | /s/ Massimo Fantini | |
| Name: Massimo Fantini | ||
| Title: Director | ||
| APTIV GLOBAL FINANCING DESIGNATED ACTIVITY COMPANY, as Co-Obligor | ||
| By: | /s/ Darren Byrka | |
| Name: Darren Byrka | ||
| Title: Director | ||
| APTIV CORPORATION, as Guarantor | ||
| By: | /s/ Rachel V. Friedenberg | |
| Name: Rachel V. Friedenberg | ||
| Title: Assistant Secretary | ||
| APTIV PLC, as Guarantor | ||
| By: | /s/ Robert S. Hoeppner | |
| Name: Robert S. Hoeppner | ||
| Title: Vice President, Corporate Controller & Treasurer | ||
[Signature Page to Third Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Arlene Thelwell | |
| Name: Arlene Thelwell | ||
| Title: Vice President | ||
[Signature Page to Third Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent | ||
| By: | /s/ Irina Golovashchuk | |
| Name: Irina Golovashchuk | ||
| Title: Vice President | ||
| By: | /s/ Sebastian Hidalgo | |
| Name: Sebastian Hidalgo | ||
| Title: Assistant Vice President | ||
[Signature Page to Third Supplemental Indenture]