Filed Pursuant to Rule 433
Registration Statement
No. 333-281182
Pricing Term Sheet
Explanatory Note: This Rule 433 filing is being submitted solely to correct an error with respect to the CUSIP and ISIN numbers for the $550,000,000 4.650% Senior Notes due 2029, $550,000,000 5.150% Senior Notes due 2034 and $550,000,000 5.750% Senior Notes due 2054 and supersedes the previously submitted Rule 433 filing for such notes.
September 9, 2024
| Aptiv PLC | Aptiv Global Financing DAC |
$550,000,000 4.650% Senior Notes due 2029
$550,000,000 5.150% Senior Notes due 2034
$550,000,000 5.750% Senior Notes due 2054
Pricing Supplement dated September 9, 2024 (this “Pricing Term Sheet”) to the Preliminary Prospectus Supplement dated September 9, 2024 (the “Preliminary Prospectus Supplement”) of Aptiv PLC and Aptiv Global Financing DAC (the “Issuers”).
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the Preliminary Prospectus Supplement.
| Terms applicable to all the Notes | ||
| Issuers: | Aptiv PLC and Aptiv Global Financing DAC | |
| Guarantor: | Aptiv Corporation | |
| Trade Date: | September 9, 2024 | |
| Settlement Date: | September 13, 2024 (T+4)
We expect that delivery of the notes will be made against payment therefor on or about the fourth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as | |
| amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is more than one business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. | ||
| Anticipated Ratings*: | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Concurrent Offering: | Concurrently with this offering of the Senior Notes, under a separate prospectus supplement, we are offering $500,000,000 aggregate principal amount of our fixed-to-fixed reset rate junior subordinated notes due 2054 (the “Junior Subordinated Notes” and the “Concurrent Offering”). The closing of this offering is not conditioned on the closing of the Concurrent Offering, and the closing of the Concurrent Offering is not conditioned on the closing of this offering, and we may sell the Senior Notes or the Junior Subordinated Notes, or both. | |
| Minimum Denomination: | $200,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Goldman Sachs & Co. LLC | |
| Senior Co-Managers: | Barclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. | |
| Co-Managers: | SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC Truist Securities, Inc. | |
| UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||
| Terms applicable to the 2029 Notes | ||
| Title of Security: | 4.650% Senior Notes due 2029 (the “2029 Notes”) | |
| Principal Amount: | $550,000,000 | |
| Maturity: | September 13, 2029 | |
| Coupon: | 4.650% | |
| Issue Price: | 99.912% | |
| Interest Payment Dates: | March 13 and September 13, commencing on March 13, 2025 | |
| Yield to Maturity: | 4.670% | |
| Spread to Benchmark Treasury: | +118 bps | |
| Benchmark Treasury: | UST 3.625% due August 31, 2029 | |
| Benchmark Treasury Price and Yield: | 100-19+ and 3.490% | |
| Redemption Provisions: | ||
| Make-Whole Call: |
Prior to August 13, 2029, at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any. | |
| Par Call: |
On or after August 13, 2029, at 100% of the principal amount, plus accrued and unpaid interest thereon to, but not including, the redemption date. | |
| CUSIP: | 03837AAA8 | |
| ISIN: | US03837AAA88 | |
| Terms applicable to the 2034 Notes | ||
| Title of Security: | 5.150% Senior Notes due 2034 (the “2034 Notes”) | |
| Principal Amount: | $550,000,000 | |
| Maturity: | September 13, 2034 | |
| Coupon: | 5.150% | |
| Issue Price: | 99.768% | |
| Interest Payment Dates: | March 13 and September 13, commencing on March 13, 2025 | |
| Yield to Maturity: | 5.180% | |
| Spread to Benchmark Treasury: | +148 bps | |
| Benchmark Treasury: | UST 3.875% due August 15, 2034 | |
| Benchmark Treasury Price and Yield: | 101-14 and 3.700% | |
| Redemption Provisions: | ||
| Make-Whole Call: |
Prior to June 13, 2034, at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest, if any. | |
| Par Call: |
On or after June 13, 2034, at 100% of the principal amount, plus accrued and unpaid interest thereon to, but not including, the redemption date. | |
| CUSIP: | 03837AAB6 | |
| ISIN: | US03837AAB61 | |
| Terms applicable to the 2054 Notes | ||
| Title of Security: | 5.750% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes and the 2034 Notes, the “Senior Notes”) | |
| Principal Amount: | $550,000,000 | |
| Maturity: | September 13, 2054 | |
| Coupon: | 5.750% | |
| Issue Price: | 99.476% | |
| Interest Payment Dates: | March 13 and September 13, commencing on March 13, 2025 | |
| Yield to Maturity: | 5.787% | |
| Spread to Benchmark Treasury: | +178 bps | |
| Benchmark Treasury: | UST 4.625% due May 15, 2054 | |
| Benchmark Treasury Price and Yield: | 110-21+ and 4.007% | |
| Redemption Provisions: | ||
| Make-Whole Call: |
Prior to March 13, 2054, at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any. | |
| Par Call: |
On or after March 13, 2054, at 100% of the principal amount, plus accrued and unpaid interest thereon to, but not including, the redemption date. | |
| CUSIP: | 03837AAC4 | |
| ISIN: | US03837AAC45 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
The Issuers have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuers have filed with the SEC for more complete information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (1) J.P. Morgan Securities LLC collect at (212) 834-4533 and (2) Goldman Sachs & Co. LLC toll-free at (866) 471-2526.
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