Aptiv (NYSE: APTV) secures $1.6B notes and loans for Versigent spin-off
Rhea-AI Filing Summary
Aptiv PLC announced that its spin-off subsidiaries Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l. have priced an upsized private debt offering totaling
The transaction increases the previously announced notes size by
After the planned spin-off of Versigent Limited, which holds Aptiv’s Electrical Distribution Systems segment, the co-issuers intend to use notes proceeds and term loan borrowings to fund a dividend to Aptiv while leaving Versigent with
Positive
- None.
Negative
- None.
Insights
Aptiv arranges $1.6B notes plus new credit lines to fund its Versigent spin-off structure.
Aptiv is positioning its Electrical Distribution Systems business, held in Versigent, with a sizable standalone capital structure. The co-issuers will raise
After completion of the spin-off, notes proceeds and term loan borrowings are intended to fund a dividend back to Aptiv, leaving Versigent with
Proceeds will initially be placed in escrow until conditions related to the spin-off are met, so execution hinges on satisfying those conditions and completing the separation as described. Subsequent disclosures in future company filings may provide more detail on leverage levels, covenants, and Versigent’s post-separation financial profile.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
____________________________
(Exact name of registrant as specified in its charter)
____________________________
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
+
(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 |
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
On March 4, 2026, Aptiv PLC (the “Company”) issued a press release pursuant to Rule 135c of the U.S. Securities Act of 1933, as amended (the “Securities Act”), announcing the pricing of the 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 and Cyprium Holdings Luxembourg S.à r.l. 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 Notes are being offered for sale to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act, and to persons outside the United States in compliance with Regulation S under the Securities Act. The offering is expected to close on March 18, 2026, subject to customary closing conditions. Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l. are subsidiaries of Versigent Limited, the recently formed holding company for the Company’s Electrical Distribution Systems segment, which the Company intends to separate from its current business by means of a spin-off to its shareholders. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes 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. Any offers of the securities will be made only by means of a private offering memorandum.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibit Number |
Description | |||
| 99.1 | Press Release, dated March 4, 2026 | ||||
|
104 |
Cover Page Interactive Data File (embedded with 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: March 4, 2026 | APTIV PLC | |||
| By: | /s/ Varun Laroyia | |||
| Varun Laroyia | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit 99.1
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.
SCHAFFHAUSEN, SWITZERLAND MARCH 4, 2026 – 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.
# # #
Investor Contact:
Betsy Frank
Betsy.Frank@aptiv.com
FAQ
What financing did Aptiv (APTV) announce for its Versigent spin-off?
What are the terms of the new senior notes issued by Aptiv’s subsidiaries?
How will proceeds from the $1.6 billion notes benefit Aptiv (APTV)?
Why was Aptiv’s senior notes offering described as upsized?
When is the closing of Aptiv’s new senior notes offering expected?
How are the new Versigent notes and credit facilities structured legally?
Filing Exhibits & Attachments
5 documents