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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 6, 2026
____________________________
Aptiv PLC
(Exact name of registrant as specified in its
charter)
____________________________
| Jersey |
001-35346 |
98-1824200 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
Spitalstrasse 5
8200 Schaffhausen, Switzerland
+41 52 580 96 00
(Address of Principal Executive Offices, Including
Zip Code)
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed Since
Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Ordinary Shares, $0.01 par value per share |
APTV |
New York Stock Exchange |
| 1.600% Senior Notes due 2028 |
APTV |
New York Stock Exchange |
| 4.650% Senior Notes due 2029 |
APTV |
New York Stock Exchange |
| 3.250% Senior Notes due 2032 |
APTV |
New York Stock Exchange |
| 5.150% Senior Notes due 2034 |
APTV |
New York Stock Exchange |
| 4.250% Senior Notes due 2036 |
APTV |
New York Stock Exchange |
| 4.400% Senior Notes due 2046 |
APTV |
New York Stock Exchange |
| 5.400% Senior Notes due 2049 |
APTV |
New York Stock Exchange |
| 3.100% Senior Notes due 2051 |
APTV |
New York Stock Exchange |
| 4.150% Senior Notes due 2052 |
APTV |
New York Stock Exchange |
| 5.750% Senior Notes due 2054 |
APTV |
New York Stock Exchange |
| 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 |
APTV |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Aptiv PLC (the “Company”) previously
announced that Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (“ASH”) and a wholly-owned subsidiary
of the Company, commenced a cash tender offer (the “Tender Offer”) to purchase its outstanding 3.250% Senior Notes due 2032,
5.150% Senior Notes due 2034, 5.750% Senior Notes due 2054, 5.400% Senior Notes due 2049, 4.400% Senior Notes due 2046, 4.150% Senior
Notes due 2052 and 3.100% Senior Notes due 2051 (the “Notes”) for aggregate consideration of up to $1,371,000,000, exclusive
of any accrued interest through the payment date of the Notes. The Tender Offer expired at 5:00 p.m., New York City time, on April 3,
2026. The Tender Offer was subject to the terms and conditions set forth in the Offer to Purchase, dated March 6, 2026, including the
satisfaction of the following conditions prior to the settlement of the Tender Offer: (i) the consummation of the previously announced
separation (the “Spin-Off”) of the Company’s Electrical Distribution Systems business into a new, independent publicly
traded company, which will be named Versigent, and (ii) the receipt by the Company of a special dividend from Versigent in an amount not
less than $1,700,000,000 in connection with the Spin-Off (collectively, the “Conditions”), which Conditions have been satisfied.
On April 6, 2026, the Company issued a press release
announcing the expiration and final settlement of the Tender Offer. A copy of the press release is filed as Exhibit 99.1 to this report
and are incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K contains certain
forward-looking statements, including those related to the Tender Offer and the Conditions. Such forward-looking statements are subject
to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements
that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking
statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited
to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures;
uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations
in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest
rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in
the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products,
including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations;
potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant
increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes
to tax laws; future significant public health crises; the ability of the Company to integrate and realize the expected benefits of recent
transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue
to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers;
the ability of the Company to attract and retain customers; the Company’s failure to manage Versigent’s transition to a standalone
public company; and the Company’s failure to achieve some or all of the benefits expected from the Spin-Off and other risks related
to the completion of the Spin-Off. Additional factors are discussed under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and
Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they
may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as
up. The Company 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.
Item 9.01
Financial Statements and Exhibits.
EXHIBIT INDEX
|
Exhibit Number
|
Description |
| |
|
| 99.1 |
Press Release dated April 6, 2026 Announcing Expiration and Final Results of Tender Offer |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 6, 2026 |
APTIV PLC |
| |
|
|
| |
|
|
| |
|
|
By: |
/s/ Varun Laroyia |
| |
|
|
|
Varun Laroyia |
| |
|
|
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
APTIV ANNOUNCES THE EXPIRATION AND FINAL RESULTS
OF ITS CASH TENDER OFFER
SCHAFFHAUSEN —Aptiv PLC (“Aptiv”)
(NYSE: APTV), a global technology company focused on enabling a more automated, electrified and digitalized future, today announced the
expiration and final tender results of its previously announced cash tender offer (the “Tender Offer”) by its wholly-owned
subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), to purchase the outstanding
notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) for aggregate consideration
of up to $1,371,000,000, exclusive of any accrued interest through the payment date of the Notes (the “Maximum Aggregate Consideration”),
in the order of priority, and subject to the Series Caps shown in the table below.
The Tender Offer expired at 5:00 p.m., New York City time, on April
3, 2026 (such date and time, the “Expiration Date”). According to the information provided by Global Bondholder Services Corporation,
the aggregate principal amount of each Series of Notes that was tendered and not validly withdrawn as of the Early Tender Deadline and
as of the Expiration Date is set forth in the table below.
The Financing Condition for the Tender Offer as described in Offer
to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”) has been satisfied. Capitalized
terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
In accordance with the Offer to Purchase, the Company will accept for
purchase the principal amount of each Series of Notes set forth in the table below.
Title
of Security |
CUSIP
/ ISIN |
Aggregate
Principal
Amount Outstanding
Prior to Tender Offer |
Series
Cap (1) |
Acceptance
Priority Level(2) |
Aggregate
Principal
Amount
Tendered
as of
Early Tender
Deadline(3) |
Aggregate
Principal
Amount Tendered After the Early Tender Deadline and Prior to the Expiration Date(3) |
Aggregate
Principal
Amount to be Accepted in the Tender Offer |
Proration
Factor(4) |
| 3.250% Senior Notes due 2032 |
00217G AB9 / US00217GAB95 |
$717,247,000 |
N/A |
1 |
$447,590,000 |
$8,943,000 |
$456,533,000 |
N/A |
| 5.150% Senior Notes due 2034 |
03837AAB6 / US03837AAB61 |
$515,938,000 |
N/A |
2 |
$366,989,000 |
$3,530,00 |
$370,519,000 |
N/A |
| 5.750% Senior Notes due 2054 |
03837AAC4 / US03837AAC45 |
$550,000,000 |
N/A |
3 |
$302,308,000 |
$1,500,000 |
$303,808,000 |
N/A |
| 5.400% Senior Notes due 2049 |
03835V AH9 / US03835VAH96 |
$350,000,000 |
N/A |
4 |
$123,491,000 |
$31,000 |
$123,522,000 |
N/A |
| 4.400% Senior Notes due 2046 |
03835VAF3 / US03835VAF31 |
$300,000,000 |
N/A |
5 |
$111,690,000 |
$25,000 |
$111,715,000 |
N/A |
| 4.150% Senior Notes due 2052 |
00217G AC7 / US00217GAC78 |
$1,000,000,000 |
$100,000,000 |
6 |
$415,068,000 |
$158,000 |
$79,619,000 |
19.2% |
| 3.100% Senior Notes due 2051 |
03835V AJ5 / US03835VAJ52 |
$1,500,000,000 |
$100,000,000 |
7 |
$691,948,000 |
$0 |
$0 |
N/A |
| (1) | The Series Caps represent the maximum aggregate
consideration to be paid to purchase the Notes of such Series pursuant to the Tender Offer. |
| (2) | Subject to the Maximum Aggregate Consideration,
the Series Caps and proration, the principal amount of each Series of Notes that will be
purchased in the Tender Offer has been determined in accordance with the applicable Acceptance
Priority Level (in numerical priority order with 1 being the highest Acceptance Priority
Level and 7 being the lowest) specified in this column. |
| (3) | As reported by Global Bondholder Services
Corporation, the tender and information agent for the Tender Offer. |
| (4) | In accordance with the terms of the Offer
to Purchase, the 4.150% Senior Notes due 2052 (the “2052 Notes”) accepted for
purchase are subject to proration so that the Company accepts for purchase the Notes for
aggregate consideration of up to the Maximum Aggregate Consideration. The final proration
factor has been rounded to the nearest tenth of a percentage point for presentation purposes. |
Payment for all Notes accepted for purchase by the
Company in the Tender Offer will be made on the settlement date, which is expected to be April 7, 2026 (the “Settlement Date”).
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC are serving as dealer managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information
Agent. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745
or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect) or J.P. Morgan
Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). Questions regarding the tendering of Notes and requests
for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774
or contact@gbsc-usa.com.
This news release is neither an offer to purchase nor a solicitation
of an offer to sell the Notes.
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 contains certain forward-looking statements, including
those related to the Tender Offer. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause
the actual results to be materially different from any future results. All statements that address future operating, financial or business
performance or Aptiv’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions,
including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine
and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts
in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical
nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment
for raw material and other components integral to Aptiv’s products, including the ongoing semiconductor supply shortage; Aptiv’s
ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such
as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions
or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability
of Aptiv to integrate and realize the expected benefits of recent transactions; the ability of Aptiv to attract, motivate and/or retain
key executives; the ability of Aptiv to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of
its unionized employees or those of its principal customers; the ability of Aptiv to attract and retain customers; Aptiv’s failure
to manage Versigent’s transition to a standalone public company; and Aptiv’s failure to achieve some or all of the benefits
expected from the Spin-Off and other risks related to the completion of the Spin-Off. Additional factors 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. 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. 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.
Investor Contact
Betsy Frank
betsy.frank@aptiv.com
