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): December 4, 2017

 

 

DELPHI TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

 

 

 

Jersey   001-38110   98-1367514

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

Courteney Road

Hoath Way

Gillingham, Kent ME8 0RU

United Kingdom

(Address of principal executive offices)

Registrant’s telephone number, including area code:

011-44-163-423-4422

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))

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 1.01. Entry into a Material Definitive Agreement.

On December 4, 2017 (the “ Distribution Date ”), Aptiv PLC (formerly known as Delphi Automotive PLC) (“ Aptiv ”) completed the previously announced separation (the “ Spin-Off ”) of Aptiv’s Powertrain Systems segment into a new, independent publicly traded company, Delphi Technologies PLC (the “ Company ”), through the distribution of all of the outstanding ordinary shares of the Company on a pro rata basis to Aptiv’s shareholders of record as of the close of business on November 22, 2017 (the “ Record Date “). Each holder of record of Aptiv’s ordinary shares received one ordinary share of the Company for every three ordinary shares of Aptiv held at the close of business on the Record Date (the “ Distribution ”). In lieu of fractional shares, shareholders of Aptiv will receive cash. In connection with the Spin-Off, the Company and its affiliates made a cash distribution of approximately $1,148 million to Aptiv. Following the completion of the Spin-Off, Delphi Automotive PLC changed its name to Aptiv PLC and, as of December 5, 2017, its ordinary shares began trading under the new ticker symbol “APTV.” On December 5, 2017, the Company’s ordinary shares began trading on the NYSE under the ticker symbol “DLPH.”

In connection with the completion of the Spin-Off, the Company entered into several agreements with Aptiv that, among other things, provide a framework for the Company’s relationship with Aptiv after the Distribution, including the following (collectively, the “ Spin Agreements ”):

 

  •   Transition Services Agreement;

 

  •   Tax Matters Agreement;

 

  •   Employee Matters Agreement; and

 

  •   Contract Manufacturing Services Agreements.

A summary of certain material terms of each of the Spin Agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Aptiv” in the Information Statement (the “ Information Statement ”) attached as Exhibit 99.1 to the Company’s Registration Statement on Form 10, initially filed with the Securities and Exchange Commission (the “ SEC ”) on June 9, 2017, as amended, and declared effective on November 15, 2017 (the “ Registration Statement ”), and is incorporated herein by reference. The summary is qualified in its entirety by reference to the Form of Transition Services Agreement, Form of Tax Matters Agreement, Form of Employee Matters Agreement and Form of Contract Manufacturing Services Agreement, attached as Exhibits 10.1 to 10.4, respectively, to the Company’s Registration Statement, each of which is incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 4, 2017, Aptiv completed the previously announced separation of Aptiv’s Powertrain Systems segment into a new, independent publicly traded company, Delphi Technologies PLC. The description of the Spin-Off and Distribution included in Item 1.01 is incorporated herein by reference into this Item 2.01. In connection with and prior to the Spin-Off and Distribution, Aptiv transferred its Powertrain Systems segment to the Company. The Company’s combined audited financial statements and the Company’s combined unaudited interim financial statements included in the Information Statement are incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously announced, on September 7, 2017, the Company and Delphi Powertrain Corporation (“ Delphi Powertrain ”), a wholly-owned subsidiary of the Company, entered into a credit agreement by and among the Company, Delphi Powertrain and JPMorgan Chase Bank, N.A., as administrative agent, providing for a senior secured five-year $750 million term loan facility (the “ Term Loan A Facility ”) and a senior secured five-year $500 million revolving credit facility. In connection with the completion of the Spin-Off, the Term Loan A Facility was fully drawn on December 4, 2017.

As previously announced, on September 28, 2017, the Company completed the issuance and sale of $800 million aggregate principal amount of the Company’s 5.00% senior notes due 2025 (the “ Notes ”) pursuant to an Indenture, dated September 28, 2017 (the “ Indenture ”) between the Company and U.S. Bank National Association, as trustee (the “ Trustee ”). The proceeds of the Notes were deposited at issuance into escrow for the benefit of the holders of the Notes. In connection with the completion of the Spin-Off, the proceeds were released from escrow to the Company on December 4, 2017.

The foregoing description is qualified in its entirety by reference to the Credit Agreement and the Indenture, attached as Exhibits 10.5 and 4.1, respectively, to the Company’s Registration Statement, each of which is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

On December 4, 2017, in connection with the Spin-Off, the Company issued 88,613,262 ordinary shares to Aptiv in consideration for the transfer of Aptiv’s shareholding in its US Powertrain operating company and its global Powertrain holding company and related assets. The ordinary shares issued to Aptiv were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. The offering was not a “public offering” because only one person was involved in the transaction, neither the Company nor Aptiv has engaged in general solicitation or advertising with regard to the issuance and sale of the ordinary shares, and neither the Company nor Aptiv has offered securities to the public in connection with such issuance and sale of the ordinary shares.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On December 4, 2017, effective upon the Distribution, David M. Sherbin and Joseph R. Massaro (collectively, the “ Resigning Directors ”) resigned from the Board of Directors (the “ Board ”) of the Company. The Resigning Directors’ resignation from the Board was not due to any disagreement with the Company relating to the operations, practices or policies of the Company.

Appointment of Directors

On December 4, 2017, effective upon the Distribution, the Board increased its size from three members to ten members and appointed Timothy M. Manganello, Robin J. Adams, Liam Butterworth, Nelda J. Connors, Gary L. Cowger, David S. Haffner, Helmut Leube, Hari N. Nair and MaryAnn Wright to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of the Resigning Directors. Timothy M. Manganello was appointed Chairman of the Board effective as of the Distribution. Joseph S. Cantie, who had been elected to the Board effective November 15, 2017, will continue to serve as a director of the Company following the Distribution.

On December 4, 2017, effective upon the Distribution, the Board established a Compensation Committee and a Nominating and Governance Committee and a Compensation Committee. The Board had previously established an Audit Committee effective as of November 15, 2017 and appointed Joseph S. Cantie as Chairman of the Audit Committee. On December 6, 2017, the Board established a Finance Committee and an Innovation and Technology Committee. In connection with the establishment of such committees and the changes to the composition of the Board described above, the Board made the following appointments:

 

  •   Robin J. Adams and Nelda J. Connors were appointed to serve as members of the Audit Committee.

 

  •   David S. Haffner, MaryAnn Wright and Hari N. Nair were appointed to serve as members of the Compensation Committee; and David S. Haffner was appointed to serve as Chairman of the Compensation Committee.

 

  •   Gary L. Cowger, Helmut Leube and Timothy M. Manganello were appointed to serve as members of the Nominating and Governance Committee; and Gary L. Cowger was appointed to serve as Chairman of the Nominating and Governance Committee.

 

  •   Robin J. Adams, Joseph S. Cantie, Nelda J. Connors and Hari N. Nair were appointed to serve as members of the Finance Committee, and Robin J. Adams was appointed to serve as Chairman of the Finance Committee.

 

  •   MaryAnn Wright, Gary L. Cowger and Helmut Leube were appointed to serve as members of the Innovation and Technology Committee, and MaryAnn Wright was appointed to serve as Chairman of the Innovation and Technology Committee.

The Information Statement under the sections entitled “Management” contains the biographical information about the newly appointed directors. Such information is incorporated herein by reference. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. There are no other relationships between the directors named above and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Board has determined that (i) each of Mr. Manganello, Mr. Adams, Mr. Cantie, Ms. Connors, Mr. Cowger, Mr. Haffner, Mr. Leube, Mr. Nair and Ms. Wright qualifies as an independent director under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of the NYSE, (ii) each of Mr. Cantie, Mr. Adams and Ms. Connors is financially literate and each of Mr. Cantie and Mr. Adams qualifies as an “audit committee financial expert” under the rules and regulations of the SEC and the applicable listing standards of the NYSE as well as the heightened independence standards for Audit Committee members set forth in the rules and regulations of the SEC and applicable listing standards of the NYSE, and (iii) each of Mr. Haffner, Ms. Wright and Mr. Nair satisfy the heightened independence standards for Compensation Committee members set forth in the rules and regulations of the SEC and the applicable listing standards of the NYSE.

Resignation of Officers

On December 4, 2017, effective as of the Distribution, Joseph R. Massaro resigned as Vice President and Chief Financial Officer and David M. Sherbin resigned as Vice President, General Counsel and Secretary of the Company (collectively, the “ Resigning Officers ”). The Resigning Officers’ resignation from their positions was not due to any disagreement with the Company relating to the operations, practices or policies of the Company.

Appointment of Officers

On December 4, 2017, effective as of the Distribution, the Board appointed the following individuals to the offices of the Company indicated opposite their names:

 

Name

 

Title

Liam Butterworth   President and Chief Executive Officer
Vivid Sehgal   Chief Financial Officer
James Harrington   Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
Jeffrey Sesplankis   Chief Accounting Officer

The Information Statement under the sections entitled “Management” contains the biographical information about the newly appointed officers other than Mr. Sesplankis, which is provided below. Such information from the Information Statement is incorporated herein by reference.

Mr. Sesplankis is our Chief Accounting Officer. Mr. Sesplankis was named Global Divisional Controller of Aptiv’s Powertrain Systems segment in 2015. He was previously Aptiv’s Chief Audit Executive – Interim from 2014 to 2015 and director, Internal Audit services in 2014. From 2012 to 2013, he served in the corporate accounting group at FCA US LLC. Prior to joining FCA, Mr. Sesplankis spent 15 years with EY LLP.

The Information Statement under the section entitled “Compensation Discussion and Analysis” contains compensation information for Mr. Butterworth. Such information is incorporated herein by reference. There has been no change to Mr. Butterworth’s compensation arrangement in connection with the appointment described above or in advance of the Distribution. See “New Contract of Employment with Mr. Butterworth” below for information regarding a new Contract of Employment entered into with Mr. Butterworth after the Distribution.

Mr. Sehgal and Mr. Harrington are each a party to employment arrangements with Aptiv or its affiliates that were entered into in anticipation of the Distribution and their appointments described above. These arrangements are described below:

Arrangement with Mr. Sehgal

In September 2017, Mr. Sehgal entered into an offer letter and a Contract of Employment. In accordance with those arrangements, Mr. Sehgal receives an annual base salary of $607,500 and participates in his employer’s annual incentive plan and long-term incentive program. Mr. Sehgal’s annual incentive award opportunity for 2017 (which is generally subject to the terms of Aptiv’s annual incentive plan), has a target payout equal to 80% of Mr. Sehgal’s base salary, and may be earned at up to 200% of target based on the level of achievement against corporate and individual performance objectives. The 2017 annual incentive award payout will be pro-rated to reflect the number of months Mr. Sehgal was employed by Aptiv and the Company during 2017, but it will be payable by the Company at the greater of target and actual performance. Subject to the approval of the Company’s Compensation Committee (for grants made following the Distribution), Mr. Sehgal’s annual long-term incentive opportunity will initially have a value equal to $1,300,000, calculated as described in the offer letter. However, Mr. Sehgal’s first annual long-term incentive award was made by Aptiv in October 2017 on a pro-rated basis (in other words, having a target value of $975,000), 25% of which award is in the form of Aptiv time-based restricted stock units (“ RSUs ”) that vest annually over three years, and 75% of which award is in the form of Aptiv performance-based RSUs initially tied to Aptiv’s performance against applicable metrics over a three-year performance period.

Under Mr. Sehgal’s offer letter, Mr. Sehgal also received an initial cash payment of $202,500, subject to repayment by Mr. Sehgal if he voluntarily resigns employment within 24 months of his hire date. The Contract of Employment provides that Mr. Sehgal’s employer will provide Mr. Sehgal with a company car cash allowance equal to $15,163 (unless Mr. Sehgal chooses to participate in the applicable company car scheme). The Contract of Employment also provides for 27 days of vacation per full calendar year (pro-rated for the first year of employment) and “sick pay,” which for Mr. Sehgal’s first five years of service could be provided for up to three months following certain illnesses.

Mr. Sehgal’s Contract of Employment does not have a fixed term or expiration date. During the first six months of employment, Mr. Sehgal’s employment may be terminated by either party on three months’ notice. Following such six-month period, Mr. Sehgal’s employment may be terminated by either party on six months’ notice. In the event either party gives such notice, the employer may pay Mr. Sehgal base salary in lieu of all or a portion of such notice rather than asking Mr. Sehgal to work his notice period.

Mr. Sehgal is employed in the United Kingdom, and his salary, initial cash payment and car allowance are paid in pounds sterling. Certain U.S. Dollar amounts described above with respect to Mr. Sehgal have been converted from pounds sterling at a rate of approximately 1.35 U.S. Dollars to one pound sterling. The exchange rate used was calculated as of September 19, 2017.

Arrangement with Mr. Harrington

In September 2017, Mr. Harrington received an offer letter. Under the offer letter, Mr. Harrington receives an annual base salary of $575,000 and participates in his employer’s annual incentive plan and long-term incentive program. Mr. Harrington’s annual incentive award opportunity for 2017 (which is generally subject to the terms of Aptiv’s annual incentive plan), has a target payout equal to 80% of Mr. Harrington’s base salary, and may be earned at up to 200% of target based on the level of achievement against corporate and individual performance objectives. The 2017 target award will be pro-rated to reflect the number of months Mr. Harrington is employed by Aptiv and the Company during such year, but will be payable at the greater of target and actual performance. Subject to the approval of the Company’s Compensation Committee (for grants made following the Distribution), Mr. Harrington’s initial annual long-term incentive opportunity will have a value equal to $1,200,000, calculated as described in the offer letter. Mr. Harrington’s first annual equity award is expected to be made (subject to Compensation Committee approval) in 2018, 25% of which award will be in the form of Company time-based RSUs that vest annually over three years, and 75% of which award will be in the form of Company performance-based RSUs initially tied to performance against applicable metrics over a three-year performance period. Mr. Harrington also received in October 2017 an initial Aptiv performance-based RSU grant for the 2017-2019 performance period valued at $1,125,000.

Under Mr. Harrington’s offer letter, Mr. Harrington is also eligible to receive (1) in March 2018, a cash payment equal to $307,406, and (2) one year from his hire date, an additional cash payment equal to $275,000. Both of such payments are subject to repayment by Mr. Harrington if he voluntarily resigns employment within 24 months of his hire date. The offer letter also provides for 20 days of vacation per year.

Mr. Harrington is providing services in the United Kingdom on expatriate assignment. As a result, pursuant to an arrangement with Mr. Harrington, Mr. Harrington is eligible for expatriate benefits, including tax equalization and tax preparation services. The Company may also provide assistance in the form of a car allowance, direct auto purchase or direct auto lease, depending on the host location practice.

Arrangement with Mr. Sesplankis

The Board has approved initial compensation arrangements for Mr. Sesplankis in advance of the Distribution and his appointment described above, which arrangements are as follows: (1) base salary equal to $273,600; (2) participation in the annual incentive plan at a target level equal to 35% of base salary; and (3) participation in the long-term incentive program with a target grant value of $120,000.

Severance Plans

The Board of Directors of the Company has adopted the Delphi Technologies PLC Executive Severance Plan (the “ Severance Plan ”) and the Delphi Technologies PLC Executive Change in Control Severance Plan (the “ Change in Control Plan ”) (together, the “ Plans ”). The Plans are effective as of December 4, 2017, and were adopted to provide severance protections to certain executives who are designated by the Compensation Committee as eligible to participate in each Plan or, in the case of the Severance Plan, who are designated to any pay grade structure used to define executive positions (each an “ Eligible Executive ”).

The Severance Plan generally provides for severance benefits in the event of a Qualifying Separation (as defined in the Severance Plan) of an Eligible Executive’s employment. Pursuant to the Severance Plan, an Eligible Executive who incurs a Qualifying Separation would be entitled to receive severance payments during the applicable severance period, unless and until the Eligible Executive is employed by another employer. The Severance Plan also provides a COBRA subsidy for a period of up to 18 months following a Qualifying Separation.

The Change in Control Plan generally provides for severance benefits in connection with a Qualifying Separation (as defined in the Change in Control Plan), including certain terminations that occur in connection with or within two years after a Change in Control (as defined in the Change in Control Plan). Pursuant to the Change in Control Plan, an Eligible Executive who incurs a Qualifying Separation would be entitled to receive a lump sum cash payment in an amount equal to the sum of (a) three times base salary in the case of the CEO and two times base salary in the case of an Eligible Executive other than the CEO; and (b) in the case of the CEO, three times the higher of the CEO’s target annual cash incentive award opportunity for the year in which the separation occurs or in effect immediately prior to the Change in Control, or in the case of an Eligible Executive other than the CEO, two times the higher of the Eligible Executive’s target annual cash incentive award opportunity for the year in which the separation occurs or in effect immediately prior to the Change in Control. In addition, an Eligible Executive who incurs a Qualifying Separation is also entitled to receive a lump sum payment representing the sum of 36 monthly COBRA premiums for the CEO and 24 monthly COBRA premiums for Eligible Executives other than the CEO.

Equity Award Adjustments

In connection with the Distribution, outstanding Aptiv equity awards have been adjusted as further described in the Information Statement, and the description of such adjustments is hereby incorporated herein by reference.

New Contract of Employment with Mr. Butterworth

On December 6, 2017, the Company and Mr. Liam Butterworth entered into a new Contract of Employment under UK law to govern his employment as the Company’s Chief Executive Officer at the Company’s headquarters in London. The Contract of Employment provides Mr. Butterworth with an annual base salary of £723,221, participation in the Company’s annual bonus program (target bonus is 125% of salary) and eligibility for participation in the Company’s long-term incentive program (target value of annual long-term incentive award is $5 million). The Contract of Employment also provides for Mr. Butterworth’s participation in the Group Personal Pension Plan, a car allowance of £2,000 per month, relocation and related tax assistance and various other benefits.

The Contract of Employment also provides for 28 days of vacation per full calendar year and “sick pay,” which based on Mr. Butterworth’s years of service could be provided for up to eight months following certain illnesses.

Mr. Butterworth’s Contract of Employment does not have a fixed term or expiration date. Mr. Butterworth’s employment may be terminated by either party on six months’ notice. In the event either party gives such notice, the Company may pay Mr. Butterworth base salary in lieu of all or a portion of such notice rather than asking Mr. Butterworth to work his notice period.

Certain Compensatory Awards

On December 6, 2017, the Company made various awards under the Company’s Long-Term Incentive Plan, each to be effective as of December 31, 2017. The awards to Mr. Butterworth consist of time-based restricted stock units of the Company (“ Company RSUs ”) that vest one-third on each of February 28, 2019, 2020 and 2021 with a value of $1,250,000 and performance-based Company RSUs that are tied to the Company’s total relative shareholder return from January 1, 2018 through December 31, 2020 with a target value of $3,750,000 (dollar amounts to be converted to a number of share equivalent units based on the average trading price for the 10 trading days prior to the effective date of the awards). The awards to non-employee directors consist of (i) for such directors other than Messrs. Manganello, Cantie and Cowger, time-based Company RSUs that vest in April 2018 with a value of $66,250 (representing a pro-rata award for the period from the Distribution to the Company’s anticipated annual equity awards to be made in 2018), and (ii) for all such directors, time-based Company RSUs that vest on December 31, 2018 with a value of $150,000 (in each case dollar amounts to be converted to a number of share equivalent units as described above). The Company also established the compensation payable to non-employee directors. In general, each of these directors will receive $265,000 in annual compensation, typically payable 60% in equity (Company RSUs that vest one year after grant) and 40% in cash. The Chairman of the Board will receive an additional $200,000 of annual compensation and there will be additional fees payable to committee Chairmen ranging from $15,000 to $25,000 per year.

 

Item 8.01. Other Events.

On December 5, 2017, the Company issued a press release announcing the completion of the Spin-Off and the commencement of trading of the Company’s ordinary shares on the NYSE. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on December 4, 2017, the Company, the Guaranteeing Parties (as defined in the Supplemental Indenture) and the Trustee entered into a supplemental indenture (the “ Supplemental Indenture ”), which amended and supplemented the Indenture to add the Guaranteeing Parties as guarantors of the Notes.

The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.2 hereto, which is incorporated into this Item 8.01 by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

 

Exhibit
No.

 

Description

    4.1   Senior Notes Indenture, dated as of September   28, 2017, among Delphi Jersey Holdings plc (renamed Delphi Technologies PLC), the guarantors named therein, U.S. Bank National Association as Trustee, and U.S. Bank National Association as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to Amendment No.  3 to the Company’s Registration Statement on Form 10, as filed on October  16, 2017, File No.  001-38110)
  *4.2   Supplemental Indenture, dated December 4, 2017, by and between Delphi Technologies PLC, the Guaranteeing Parties (as defined in the Supplemental Indenture) and U.S. Bank National Association
  10.5   Credit Agreement, dated as of September   7, 2017, among Delphi Jersey Holdings plc (renamed Delphi Technologies PLC), Delphi Powertrain Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders and agents party thereto (incorporated by reference to Exhibit 10.5 to Amendment No.  3 to the Company’s Registration Statement on Form 10, as filed on October  16, 2017, File No.  001-38110)
  10.6†   Employment Agreement, dated February   14, 2014, as amended by the Addendum to the Employment Agreement, dated February  19, 2015, between Delphi Automotive PLC and Liam Butterworth (incorporated by reference to Exhibit 10.6 to Amendment No.   3 to the Company’s Registration Statement on Form 10-12B, as filed on October  16, 2017)
  10.7†   Offer letter for Vivid Sehgal, dated September   19, 2017 (incorporated by reference to Exhibit 10.7 to Amendment No.  3 to the Company’s Registration Statement on Form 10-12B, as filed on October  16, 2017)
  10.8†   Offer letter for James Harrington, dated September   1, 2017 (incorporated by reference to Exhibit 10.8 to Amendment No.  3 to the Company’s Registration Statement on Form 10-12B, as filed on October  16, 2017)
  10.9†   Long-Term Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8, as filed on December  1, 2017)
  10.10†   Annual Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No.   3 to the Company’s Registration Statement on Form 10-12B, as filed on October  16, 2017)
  10.11†   Leadership Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No.   3 to the Company’s Registration Statement on Form 10-12B, as filed on October  16, 2017)
*99.1   Delphi Technologies PLC press release, dated December 5, 2017

 

† Management contract or compensatory plan or arrangement
* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    DELPHI TECHNOLOGIES PLC
Date: December 8, 2017     By:  

/s/ James Harrington

    Name:   James Harrington
   

Title:

  Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Exhibit 4.2

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of December 4, 2017, among Delphi Powertrain Systems, LLC, a Delaware limited liability company, and Delphi Powertrain International Services, LLC, a Delaware limited liability company (each a “ Guaranteeing Party ” and, collectively, the “ Guaranteeing Parties ”), U.S. Bank National Association, as trustee (the “ Trustee ”) and U.S. Bank National Association, as authenticating agent (“ Authenticating Agent ”), registrar (“ Registrar ”) and paying agent (“ Paying Agent ”).

W I T N E S S E T H

WHEREAS, Delphi Technologies PLC (f/k/a Delphi Jersey Holdings plc), a Jersey public limited company (the “ Issuer ”), has heretofore executed and delivered to the Trustee that certain Indenture (the “ Indenture ”), dated as of September 28, 2017, providing for the issuance of an unlimited aggregate principal amount of 5.00% Senior Notes due 2025 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Parties shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Parties shall fully and unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture, jointly and severally with each other Guarantor, on the terms and conditions set forth herein and under the Indenture (the “ Note Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . Each Guaranteeing Party hereby agrees as follows:

(a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), as primary obligor and not merely as surety, to fully, unconditionally and irrevocably guarantee on a senior unsecured basis, jointly and severally, to each Holder and to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all such obligations set forth in clauses (a) and (b) above being

hereinafter collectively called the “ Guaranteed Obligations ”). Such Note Guarantee shall remain in full force and effect until payment in full of all Guaranteed Obligations. Each Guaranteeing Party further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guaranteeing Party and that such Guaranteeing Party will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

(b) Each Guaranteeing Party waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guaranteeing Party waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of the Guaranteeing Parties hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Supplemental Indenture, the Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder, the Trustee or Agents for the Guaranteed Obligations or any of them; (e) the failure of any Holder, the Trustee or Agents to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of such Guarantor.

(c) Each Guaranteeing Party further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations.

(d) Each Guaranteeing Party further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Issuer or otherwise.

(e) Each Guaranteeing Party further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Agents, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 of the Indenture for the purposes of the Guaranteeing Parties’ Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Parties for the purposes of Section 10.01 of the Indenture and this Supplemental Indenture.

 

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(f) Each Guaranteeing Party also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Agents in enforcing any rights under Section 10.01 of the Indenture or this Supplemental Indenture.

(3) Limitation on Liability . Each Guaranteeing Party hereby confirms that it is the intention of all parties that the Note Guarantee of the Guaranteeing Parties (a) not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to any Note Guarantee, and (b) not result in a distribution to shareholders not permitted under the applicable foreign or state law. Any term or provision of this Supplemental Indenture or the Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by the Guaranteeing Parties shall not exceed the maximum amount that can be hereby guaranteed without rendering this Note Guarantee, as it relates to the Guaranteeing Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(4) Successors and Assigns . This Supplemental Indenture and Article 10 of the Indenture shall be binding upon the Guaranteeing Parties and their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Agents and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Agents, the rights and privileges conferred upon that party in this Supplemental Indenture, in the Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of the Indenture.

(5) No Waiver . Neither a failure nor a delay on the part of either the Trustee, the Agents or the Holders in exercising any right, power or privilege under this Supplemental Indenture or Article 10 of the Indenture shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee, the Agents and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Supplemental Indenture and Article 10 of the Indenture at law, in equity, by statute or otherwise

(6) Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Except as otherwise provided in clause (b) below, none of the Guaranteeing Parties may, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in one or a series of related transactions to, any Person, unless:

(1) (A) the resulting, surviving or transferee Person (the “ Successor Guarantor ”) will be a corporation, limited liability partnership, limited liability company, limited company, or other similar organization (and in the case of any such transaction involving the Issuer,

 

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such Successor Guarantor shall be organized under the laws of the jurisdiction of organization of the United States of America (or any state thereof or the District of Columbia), the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, The Cayman Islands or Singapore), and such Person (if not such Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Note Guarantee;

(B) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and

(C) the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or

(2) such Guarantor will be released from its Note Guarantee in connection therewith as provided in this Indenture.

(b) Notwithstanding clause (a) above:

(1) any Subsidiary of the Issuer may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or any Guarantor; and

(2) the Issuer and any Guarantor may merge with an Affiliate organized solely for the purpose of reorganizing the Issuer or such Guarantor in another jurisdiction.

(7) Releases .

The Note Guarantee of the Guaranteeing Parties will be released with respect to the Notes under this Supplemental Indenture and Article 10 of the Indenture without any further action required on the part of the Trustee, the Agents or any Holder:

(a) upon (i) the sale or other disposition (including by way of consolidation, merger, dissolution or otherwise) of the Capital Stock of such Guaranteeing Party such that it is no longer a Subsidiary of the Issuer or (ii) the sale or other disposition of all or substantially all of the assets of such Guarantor;

(b) when such Guaranteeing Party no longer guarantees or is otherwise obligated under (or concurrently with such release, will no longer guarantee or otherwise be obligated under) the Credit Agreement or any other Material Indebtedness of the Issuer or any other Guarantor; or

 

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(c) if the Issuer exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with Article 8 of the Indenture or if the Issuer’s obligations with respect to such series of Notes are discharged in accordance with the terms of Section 8.06 of the Indenture.

(8) Contribution. If a Guaranteeing Party makes a payment under its Note Guarantee, it shall be entitled upon payment in full of all Guaranteed Obligations to contribution from each other Guarantor, as applicable, in an amount equal to such Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

(9) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of any Guaranteeing Party shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Parties) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(10) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(11) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(12) Effect of Headings . The section headings herein are for convenience only and shall not affect the construction hereof.

(13) The Trustee and the Agents . The Trustee and the Agents shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Parties.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

DELPHI POWERTRAIN SYSTEMS, LLC
By:   /s/ David M. Sherbin
  Name: David M. Sherbin
  Title: President and Secretary

 

DELPHI POWERTRAIN INTERNATIONAL SERVICES, LLC
By:   /s/ David M. Sherbin
  Name: David M. Sherbin
  Title: President and Secretary

 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:   /s/ James Kowalski
  Name: James Kowalski
  Title: Vice President

 

U.S. BANK NATIONAL ASSOCIATION,

as Paying Agent, Registrar and Authenticating Agent

By:   /s/ James Kowalski
  Name: James Kowalski
  Title: Vice President

 

[ Signature Page to the Supplemental Indenture ]

Exhibit 99.1

 

 

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Media Contact : Kristen Kinley

Kristen.kinley@delphi.com

248-535-3930

For Release : 12:01 a.m. ET, December 5, 2017

Delphi Technologies completes spinoff into Powertrain and Aftermarket focused stand-alone company

LONDON, December  5, 2017 – Today, Delphi Technologies (NYSE: DLPH) became a $4.5 billion independent company trading on the New York Stock Exchange (NYSE). The new company, a spinoff from Delphi Automotive, builds upon the strength of its heritage of providing advanced vehicle propulsion solutions through combustion systems, electrification products and software and controls for global automotive, commercial vehicle and aftermarket customers.

“We are extremely well positioned to assist our customers worldwide to meet increasing regulatory demands around fuel economy and emissions,” said Liam Butterworth, newly appointed chief executive officer, Delphi Technologies. “We are paving the way towards full electrification with our comprehensive technology portfolio, best-in-class cost structure and a balanced geographic manufacturing footprint with 20 manufacturing facilities and 12 technical centers on three continents.”

The spinoff sees Delphi Technologies separate from Delphi Automotive, which will become Aptiv (APTV), a global technology company that is enabling the future of mobility.

Delphi Technologies’ 5,000 engineers will focus on solutions for electric vehicles and internal combustion engines for both the passenger car and commercial vehicle markets, while also meeting future demands for vehicle repair through its extensive global aftermarket network.

“Despite recent debates around the future of the internal combustion engine, market experts predict that around 95 percent of vehicles on the road will still have an engine in 2025, albeit with increasing degrees of electrification,” said Butterworth. “This means we have the opportunity to make significant step changes in vehicle performance on the way to a fully electric market. We continue to innovate in this space, which will include electrified vehicles with both gas and electric systems such as mild and full hybrid solutions.”

Delphi Technologies has the capabilities and portfolio to address stringent automotive regulations, including reductions in CO2 and key toxic emissions from combustion engines by more than 40 percent and 60 percent, respectively.

“Our focus on vehicle performance in these areas carries over into our aftermarket business, as it will play an important role in supporting vehicle repairs to maintain these future regulations,” said Butterworth. “The aftermarket team will have unique access to the engineering teams creating this technology, which will give them a distinct marketplace advantage.”

Delphi Technologies has a balanced revenue mix, best-in-class cost structure and experienced leadership. Butterworth has led the Powertrain segment since 2014 and now takes the helm for the newly established company with over 20,000 employees who will carry forward their industry-leading skills and expertise into an agile and responsive environment focused on market and customer needs.

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Delphi Technologies will present its new brand at the Consumer Electronics Show (CES) in January, 2018 in booth #7512 in the North Hall.

About Delphi Technologies

Delphi Technologies is a technology company whose people focus on solving emissions and fuel economy challenges for the world’s leading automotive original equipment manufacturers and provides leading aftermarket service solutions. Headquartered in London, U.K., Delphi Technologies operates technical centers, manufacturing sites and customer support services in 24 countries. Visit delphi.com.

Forward-Looking Statements

This press release contains forward-looking statements that reflect, when made, the Company’s current views with respect to future events, plans and prospects. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from the Company’s expectations, express or implied, reflected in the forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” ”predict” or “continue,” or the negative or other variations thereof and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 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.