Item 1.01. Entry into a Material Definitive Agreement
Pursuant to the previously announced offering of $300,000,000 aggregate principal amount of 4.350% Senior Notes due 2029 (the “2029 Notes”) and $350,000,000 aggregate principal amount of 5.400% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”) to be issued by Aptiv PLC (the “Issuer”), the Issuer, certain Guarantors (as defined below), Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent, entered into a fifth supplemental indenture, dated as of March 14, 2019 (the “Supplemental Indenture”) to the Senior Notes Indenture dated as of March 10, 2015 (as previously amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the Supplemental Indenture, the “Indenture”), providing for the issuance of the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by certain of the Issuer’s subsidiaries (collectively, the “Guarantors”).
The 2029 Notes will bear interest at a fixed rate of 4.350% per annum, and interest will be payable on March 15 and September 15 of each year, beginning September 15, 2019, until the maturity date of March 15, 2029. The 2049 Notes will bear interest at a fixed rate of 5.400% per annum, and interest will be payable on March 15 and September 15 of each year, beginning September 15, 2019, until the maturity date of March 15, 2049. The Issuer may redeem the Notes at such times and at the redemption prices as provided for in the Indenture. The Indenture also contains certain covenants as set forth in the Indenture and requires the Issuer to offer to repurchase the Notes upon certain change of control events.
The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report onForm 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
The above-mentioned offering was made pursuant to an effective shelf registration statement onForm S-3 (FileNo. 333-228021) filed by the Issuer and the Guarantors. Opinions of counsel for the Issuer and the Guarantors are filed as Exhibits 5.1, 5.2, and 5.3 to this Current Report onForm 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
| 4.1 | | Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to the Current Report onForm 8-K filed on March 10, 2015). |
| |
| 4.2 | | Fifth Supplemental Indenture, dated as of March 14, 2019, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent. |
| |
| 5.1 | | Opinion of Davis Polk & Wardwell LLP with respect to the Securities. |
| |
| 5.2 | | Opinion of Carey Olsen with respect to certain matters of Jersey law. |
| |
| 5.3 | | Opinion of Davis Polk & Wardwell London LLP with respect to certain matters of English law. |
| |
| 23.1 | | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
| |
| 23.2 | | Consent of Carey Olsen (included in Exhibit 5.2). |
| |
| 23.3 | | Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.3). |
