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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):
March 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. ☐
Tender Offer
On March 6, 2026, Aptiv PLC (the “Company”)
issued a press release announcing that Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (“ASH”),
and a wholly-owned subsidiary of the Company, has 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 2032, 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 $1,350,000,000, exclusive of any accrued interest through the payment date of the Notes. The Tender Offer is 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”).
A copy of the press release is filed as Exhibit
99.1 to this report and is incorporated by reference herein.
Conditional Redemption of 4.650% Senior Notes due 2029
On March 6, 2026, the Company announced that ASH
and Aptiv Global Financing Designated Activity Company intend to redeem for cash the entire $401 million aggregate principal amount outstanding
of their 4.650% Senior Notes due 2029 (the “2029 Notes”). The 2029 Notes are redeemable at a redemption price that includes
a make-whole premium, plus any interest accrued and unpaid thereon to the redemption date. The redemption is expected to occur on April
7, 2026, subject to the satisfaction of the Conditions on or prior to the redemption date.
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 redemption of the 2029 Notes 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 complete the Spin-Off and related financing transactions as planned or at all; 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.
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 6, 2026 |
APTIV PLC |
| |
|
|
| |
By: |
/s/ Varun Laroyia |
| |
|
Varun Laroyia |
| |
|
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit Number
|
Description |
| 99.1 |
Press Release dated March 6, 2026 Announcing Commencement of Tender Offer |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
APTIV ANNOUNCES CASH TENDER OFFER FOR 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
March 6, 2026
SCHAFFHAUSEN—Aptiv PLC (“Aptiv”) (NYSE: APTV),
a global technology company focused on enabling a more automated, electrified and digitalized future, today announced that its wholly-owned
subsidiary, Aptiv Swiss Holdings Limited, a Jersey incorporated private limited company (the “Company”), commenced a cash
tender offer (the “Tender Offer”) 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 $1,350,000,000, exclusive of any accrued interest through
the payment date of the Notes (as it may be increased or decreased by the Company in accordance with applicable law, the “Maximum
Aggregate Consideration”), in the order of priority, and subject to the Series Caps shown in the table below. Capitalized
terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.
|
Title
of Security |
CUSIP
/ ISIN |
Aggregate
Principal Amount Outstanding |
Series
Cap (1) |
Acceptance
Priority Level (2) |
Reference
U.S. Treasury Security |
Bloomberg
Reference Page (3) |
Fixed
Spread (basis points) (4) |
| 3.250% Senior Notes due 2032 |
00217G AB9 / US00217GAB95 |
$717,247,000 |
N/A |
1 |
3.500% due 02/28/2031 |
FIT 1 |
+40 |
| 5.150% Senior Notes due 2034 |
03837AAB6 / US03837AAB61 |
$515,938,000 |
N/A |
2 |
4.125% due 02/15/36 |
FIT 1 |
+45 |
| 5.750% Senior Notes due 2054 |
03837AAC4 / US03837AAC45 |
$550,000,000 |
N/A |
3 |
4.625% due 11/15/55 |
FIT 1 |
+105 |
| 5.400% Senior Notes due 2049 |
03835V AH9 / US03835VAH96 |
$350,000,000 |
N/A |
4 |
4.625% due 02/15/46 |
FIT 1 |
+105 |
| 4.400% Senior Notes due 2046 |
03835VAF3 / US03835VAF31 |
$300,000,000 |
N/A |
5 |
4.625% due 02/15/46 |
FIT 1 |
+100 |
| 4.150% Senior Notes due 2052 |
00217G AC7 / US00217GAC78 |
$1,000,000,000 |
$100,000,000 |
6 |
4.625% due 11/15/55
|
FIT 1 |
+95 |
| 3.100% Senior Notes due 2051 |
03835V AJ5 / US03835VAJ52 |
$1,500,000,000 |
$100,000,000 |
7 |
4.625% due 11/15/55 |
FIT 1 |
+90 |
_____________________
| (1) | The Series Caps represent the maximum aggregate consideration to be paid to purchase the Notes of such Series pursuant to the Tender
Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate one or more Series Caps at any time,
including on or after the Price Determination Date (as defined below), subject to applicable law. |
| (2) | Subject to the Maximum Aggregate Consideration, the Series Caps and proration, the principal amount of each Series of Notes that is
purchased in the Tender Offer will be 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) | The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price
Determination Date, the Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg
Reference Page. |
| (4) | Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes for each Series. |
The terms and conditions of the Tender Offer are described in an Offer
to Purchase dated March 6, 2026 (as it may be amended or supplemented, the “Offer to Purchase”). The Tender Offer is subject
to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the consummation of the previously announced
separation (the “Spin-Off”) of Aptiv’s Electrical Distribution Systems business into a new, independent publicly traded
company, which will be named Versigent, and the receipt by Aptiv of a special dividend from Versigent in an amount not less than $1,700,000,000
in connection with the Spin-Off, in each case on or prior to the Settlement Date (as defined below) (the “Financing Condition”).
In connection with the Spin-Off, Versigent will pay a special dividend to Aptiv in an amount such that Versigent retains $400 million
in 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 related to the Spin-Off.
Subject to applicable law, the Company may (i) waive any and all conditions
to the Tender Offer with respect to one or more Series of Notes, (ii) extend or terminate the Tender Offer with respect to one or more
Series of Notes or change the Acceptance Priority Level with respect to the Notes, (iii) increase or decrease the Maximum Aggregate Consideration
or (iv) increase, decrease or eliminate one or more Series Caps at any time, including on or after the Price Determination Date. The Tender
Offer is not conditioned upon any minimum amount of Notes being tendered.
The amounts of each Series of Notes that are purchased in the Tender
Offer will be determined in accordance with the priorities identified in the column “Acceptance Priority Level” in the table
above and will be subject to the Series Caps. The Tender Offer will expire at 5:00 p.m., New York City time, on April 3, 2026, unless
extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated.
In order to receive the Total Tender Offer Consideration, holders of
Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes before 5:00 p.m., New York City time, on March
19, 2026, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”). Holders of Notes
who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase
will receive the Late Tender Offer Consideration.
The Total Tender Offer Consideration for each $1,000 in principal amount
of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offer on the Settlement
Date (as defined below) will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference
to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury
Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer
Managers for the Tender Offer at 10:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline,
unless extended (such date and time, as the same may be extended, the “Price Determination Date”). The Price Determination
Date is expected to be March 20, 2026. The Early Tender Premium for each Series of Notes is $30 per $1,000 principal amount of Notes.
The Late Tender Offer Consideration will be calculated by taking the Total Tender Offer Consideration for each $1,000 in principal amount
of Notes and subtracting from it the Early Tender Premium.
In addition to the Total Tender Offer Consideration or the Late Tender
Offer Consideration to be paid, as the case may be, accrued and unpaid interest up to, but not including, the Settlement Date will be
paid in cash on all validly tendered Notes accepted for purchase in the Tender Offer. The purchase price plus accrued and unpaid interest
for Notes that are validly tendered and not validly withdrawn on or before the Expiration Date and accepted for purchase will be paid
by the Company in same day funds promptly following the Expiration Date (the “Settlement Date”). The Company expects that
the Settlement Date will be April 7, 2026, the second business day after the Expiration Date. No tenders will be valid if submitted after
the Expiration Date. Holders of Notes subject to the Tender Offer who validly tender their Notes on or before the Early Tender Deadline
may not withdraw their Notes after 5:00 p.m., New York City time, on March 19, 2026, unless extended (such date and time, as the same
may be extended, the “Withdrawal Deadline”), except in the limited circumstances described in the Offer to Purchase. Holders
of Notes subject to the Tender Offer who validly tender their Notes after the Withdrawal Deadline but on or before the Expiration Date
may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
Subject to the Maximum Aggregate Consideration and the Series Caps,
all Notes validly tendered and not validly withdrawn after the Early Tender Deadline but before the Expiration Date having a higher Acceptance
Priority Level will be accepted before any Notes validly tendered and not validly withdrawn before the Early Tender Deadline having a
lower Acceptance Priority Level. Notes of the Series in the last Acceptance Priority Level accepted for purchase in accordance with the
terms and conditions of the Tender Offer may be subject to proration so that the Company will only accept for purchase the Notes for aggregate
consideration of up to the Maximum Aggregate Consideration. Notes subject to a Series Cap may be subject to proration so that the Company
will only accept for purchase the Notes for aggregate consideration up to the applicable Series Cap.
From time to time, the Company or its affiliates may purchase additional
Notes in the open market, in privately negotiated transactions, through tender offers or otherwise, or may redeem Notes pursuant to the
terms of the indenture governing the applicable Series of Notes. Any future purchases or redemptions may be on the same terms or on terms
that are more or less favorable to Holders of Notes than the terms of the Tender Offer. Any future purchases by the Company will depend
on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof)
the Company or its affiliates may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect
the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.
Notwithstanding any other provision of the Tender Offer, the Company’s
obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, if applicable, pursuant to the Tender
Offer (up to the Maximum Aggregate Consideration, the Series Caps and subject to proration) is subject to, and conditioned upon, the satisfaction
of or, where applicable, its waiver of, certain conditions described in the Offer to Purchase, including the Financing Condition.
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. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified
by reference to the Offer to Purchase dated March 6, 2026. There is no separate letter of transmittal in connection with the Offer to
Purchase. None of the Company, Aptiv, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any Notes or
any of their respective directors, officers, employees, agents or affiliates is making any recommendation as to whether holders should
tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount
of Notes to tender.
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 complete the Spin-Off and related financing transactions as planned or at all; 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
