| Item 1.01. | Entry into a Material Definitive Agreement |
Pursuant to the previously announced offering of €750,000,000 aggregate principal amount of 4.250% Senior Notes due 2036 (the “Notes”) to be issued by Aptiv PLC and Aptiv Global Financing Limited (together with Aptiv PLC, the “Issuers”), the Issuers, the Guarantor (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 tenth supplemental indenture, dated as of June 11, 2024 (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 “Guarantee” and, together with the Notes, the “Securities”) by Aptiv Corporation, an indirect subsidiary of Aptiv PLC (the “Guarantor”).
The Notes will bear interest at a fixed rate of 4.250% per annum, and interest will be payable on June 11 of each year, beginning June 11, 2025 until the maturity date of June 11, 2036. The Issuers 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 Issuers to offer to repurchase the Notes upon certain change of control events.
The description of the Indenture contained herein is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture (including the form of Notes) which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
On June 4, 2024, the Issuers and the Guarantor entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Issuers, the Guarantor and J.P. Morgan Securities plc, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Merrill Lynch International, Goldman Sachs & Co. LLC, Société Générale, SMBC Nikko Capital Markets Limited, TD Global Finance unlimited company, Truist Securities, Inc., U.S. Bancorp Investments, Inc., UniCredit Bank GmbH, Wells Fargo Securities International Limited, Standard Chartered Bank (the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters €750,000,000 aggregate principal amount of the Notes. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-258499) and Amendment No. 1 thereto filed by the Issuers and the Guarantor. Opinions of counsel for the Issuers and the Guarantor are filed as Exhibits 5.1, 5.2 and 5.3 to this Current Report on Form 8-K.
