Aptiv Announces Pricing and Upsize of $1.6 Billion Private Offering of Senior Notes by Its Electrical Distribution Systems Spin-Off Subsidiaries, Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.
Aptiv Announces Pricing and Upsize of $1.6 Billion Private Offering of Senior Notes by Its Electrical Distribution Systems Spin-Off Subsidiaries, Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
revolving credit facilityfinancial
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
term loan credit facilityfinancial
A term loan credit facility is a formal borrowing arrangement from a bank or group of lenders that provides a company with a set amount of money to be repaid over a fixed period with interest, often in scheduled installments. For investors, it matters because it changes a company’s cash flow and debt load—similar to a mortgage for a business—affecting its ability to fund operations or growth, creditworthiness, and the risk that future earnings will be used to cover loan payments rather than returns to shareholders.
Rule 144Aregulatory
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation Sregulatory
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Securities Actregulatory
A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.
SCHAFFHAUSEN, Switzerland--(BUSINESS WIRE)--
Aptiv PLC (“Aptiv”) (NYSE:APTV), a global industrial technology company focused on enabling a more automated, electrified, and digitalized future, today announced the pricing of an upsized private offering of $800,000,000 aggregate principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $800,000,000 aggregate principal amount of 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) by its subsidiaries, Cyprium Corporation (“Cyprium Corp.”) and Cyprium Holdings Luxembourg S.à r.l. (“Cyprium Luxembourg” and, together with Cyprium Corp., the “Co-Issuers”). The Co-Issuers are subsidiaries of Versigent Limited (“Versigent”), the recently formed holding company for Aptiv’s Electrical Distribution Systems segment, which Aptiv intends to separate from its current business by means of a spin-off to its shareholders. The size of the offering reflects an increase of $100 million in aggregate principal amount of the Notes from the previously announced offering size of $1.5 billion. The offering is expected to close on March 18, 2026, subject to customary closing conditions. The Co-Issuers also have entered into a $850 million senior secured revolving credit facility and a $500 million senior secured term loan credit facility (the “Credit Facility” and together with the Notes, the “Financing Transactions”).
Upon completion of the spin-off, the Co-Issuers intend to use the proceeds from the offering, together with borrowings under the term loan facility, to fund a dividend to Aptiv in an amount such that Versigent retains $400 million of cash on its balance sheet after giving effect to such dividend and the payment of estimated fees and expenses in connection with the Financing Transactions. Such retained amount will be used for general corporate purposes of Versigent. Proceeds of the offering will be deposited into escrow for the benefit of the holders of the Notes pending satisfaction of certain conditions related to the completion of the spin-off.
The Notes have been offered for sale to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in compliance with Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Versigent
Versigent is a leading global provider of signal, power, and data distribution systems for the automotive and commercial vehicle markets. Building on a 100-year legacy of innovation and trusted OEM partnerships, Versigent designs and manufactures advanced low- and high-voltage electrical architectures that enable safe, efficient, and reliable vehicle performance. With engineering centers on four continents and manufacturing operations in more than 30 countries, Versigent combines global scale with regional responsiveness to meet the evolving needs of customers around the world.
About Aptiv
Aptiv is a global industrial technology company enabling more automated, electrified, and digitalized solutions across multiple end-markets.
Forward-Looking Statements
This press release, as well as other statements made by Aptiv, contain forward-looking statements that reflect, when made, Aptiv’s current views with respect to current events and the offering of the Notes. The offering is subject to customary closing conditions and there can be no assurance as to whether the offering will be completed or when or whether the separation will be completed.
Such forward-looking statements are subject to many risks, uncertainties and factors relating to Aptiv’s and Versigent’s operations and business environment as well as market conditions, which may cause the actual results of Aptiv and Versigent to be materially different from any future results. 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 Aptiv’s filings with the Securities and Exchange Commission and Versigent’s Form 10 Registration Statement, as amended. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Aptiv and Versigent. Aptiv 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.
