UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
DELPHI AUTOMOTIVE PLC
(Exact Name of Registrant as Specified in Its Charter)
| Jersey | 98-1029562 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom
(Address of Principal Executive Offices) (Zip Code)
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 27-0791190 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, Michigan 48098
(Address of Principal Executive Offices) (Zip Code)
Delphi Automotive LLP
(Exact Name of Registrant as Specified in Its Charter)
| England and Wales | 98-0643213 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, Michigan 48098
(Address of Principal Executive Offices) (Zip Code)
Delphi Automotive Holdings US Limited
(Exact Name of Registrant as Specified in Its Charter)
| Jersey | 98-0641314 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
c/o Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, Michigan 48098
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
3.150% Senior Notes due 2020 Guarantees of 3.150% Senior Notes due 2020 by Delphi Corporation, Delphi Automotive LLP and Delphi Automotive Holdings US Limited | New York Stock Exchange New York Stock Exchange | |
4.250% Senior Notes due 2026 Guarantees of 4.250% Senior Notes due 2026 by Delphi Corporation, Delphi Automotive LLP and Delphi Automotive Holdings US Limited | New York Stock Exchange New York Stock Exchange | |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-207700
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Delphi Automotive PLC (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 (“Rule 424(b)”) a prospectus supplement dated November 9, 2015 (the “Prospectus Supplement”) to a Prospectus dated October 30, 2015 contained in the Company’s effective Registration Statement on Form S-3 (Registration No. 333-207700), which Registration Statement was filed with the Securities and Exchange Commission on October 30, 2015 (the “Prospectus”), relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
| Item 1. | Description of Registrant’s Securities to be Registered |
The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of Notes” and “Tax Considerations” in the Prospectus Supplement and “Description of Debt Securities and Guarantees of Debt Securities” in the Prospectus.
| Item 2. | Exhibits |
Exhibit | Description | |
| 4.1 | Senior Notes Indenture dated as of March 10, 2015 between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (the“Registrar and Paying Agent”) (incorporated by reference to the Current Report on Form 8-K filed with the Commission on March 10, 2015). | |
| 4.2 | First Supplemental Indenture dated as of March 10, 2015 between the Company, the Trustee and the Registrar and Paying Agent (incorporated by reference to the Current Report on Form 8-K filed with the Commission on March 10, 2015). | |
| 4.3 | Second Supplemental Indenture dated as of November 19, 2015 between the Company, the Trustee and the Registrar and Paying Agent (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 19, 2015). | |
| 4.4 | Form of 3.150% Senior Notes due 2020 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 19, 2015). | |
| 4.5 | Form of 4.250% Senior Notes due 2026 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 19, 2015). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Delphi Automotive PLC | ||
| By: | /s/ David M. Sherbin | |
| Name: | David M. Sherbin | |
| Title: | Senior Vice President, General | |
| Counsel, Secretary & | ||
| Chief Compliance Officer | ||
| Delphi Corporation | ||
| By: | /s/ David M. Sherbin | |
| Name: | David M. Sherbin | |
| Title: | Senior Vice President, General | |
| Counsel, Secretary & | ||
| Chief Compliance Officer | ||
| Delphi Automotive LLP | ||
| By: | /s/ David M. Sherbin | |
| Title: | Secretary | |
| Delphi Automotive Holdings US Limited | ||
| By: | /s/ David M. Sherbin | |
| Name: | David M. Sherbin | |
| Title: | “A” Director | |
Date: November 19, 2015
[Signature Page to Form 8-A]
