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.
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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 | ||||
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