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):
June 8, 2020
Aptiv PLC
(Exact name of registrant as specified in its charter)
Jersey |
001-35346 |
98-1029562 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5 Hanover Quay
Grand Canal Dock
Dublin, D02 VY79, Ireland
(Address of Principal Executive
Offices)(Zip Code)
(Registrant’s Telephone Number, Including Area Code) 351-1-259-7013
(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 |
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Ordinary Shares. $0.01 par value per share |
APTV |
New York Stock Exchange |
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1.500% Senior Notes due 2025 |
APTV |
New York Stock Exchange |
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4.250% Senior Notes due 2026 |
APTV |
New York Stock Exchange |
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1.600% Senior Notes due 2028 |
APTV |
New York Stock Exchange |
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4.350% Senior Notes due 2029 |
APTV |
New York Stock Exchange |
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4.400% Senior Notes due 2046 |
APTV |
New York Stock Exchange |
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5.400% Senior Notes due 2049 |
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. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
In order to facilitate the offering of convertible preferred shares launched earlier today, on June 8, 2020, Aptiv PLC (the “Company”), its wholly-owned U.S. subsidiary Aptiv Corporation, its wholly-owned Jersey subsidiary Aptiv Holdings US Limited and its wholly-owned English subsidiary Aptiv International Holdings (UK) LLP entered into Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of August 17, 2016, as amended and restated as of May 1, 2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to amend the dividends and distributions covenant set forth in the Credit Agreement to permit the making of dividends on convertible preferred shares.
The Company has no material relationships with any of the lenders under the Credit Agreement, except that affiliates of certain lenders have acted as underwriters in connection with offerings by the Company.
The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
1.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 8, 2020 |
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Aptiv PLC |
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By: |
/s/ David M. Sherbin |
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David M. Sherbin Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
Exhibit 1.1
Execution Version
AMENDMENT NO. 1
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Amendment No. 1, dated as of June 8, 2020 (this Amendment) to Second Amended and Restated Credit Agreement, dated as of August 17, 2016, as amended and restated as of May 1, 2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement), by and among APTIV CORPORATION, a Delaware corporation (the U.S. Parent Borrower), APTIV PLC, a public limited company incorporated under the laws of Jersey (Parent), APTIV HOLDINGS US LIMITED, a par value limited company incorporated under the laws of Jersey, APTIV INTERNATIONAL HOLDINGS (UK) LLP, a limited liability partnership organized under the laws of England, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender, and the Lenders and Issuing Banks party thereto. Capitalized terms not otherwise defined herein having the definitions provided therefor in the Existing Credit Agreement.
WHEREAS, the Borrowers, the Administrative Agent and the Lenders party hereto (constituting the Required Lenders) desire to amend the Existing Credit Agreement upon the terms and subject to the conditions set forth in this Amendment (the Existing Credit Agreement as amended by this Amendment, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Amended Credit Agreement) pursuant to and in accordance with Section 9.02 of the Existing Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
SECTION 1. Amendments to Existing Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:
(a) The definition of Equity Interests in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt security that is convertible into, or exchangeable for, any such equity interest.
(b) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following definition in the appropriate alphabetical order:
Specified Convertible Preferred Shares means preferred shares of the Parent Entity, issued by the Parent Entity in one or more transactions (inclusive of any additional shares issued by the Parent Entity pursuant to any option to purchase any additional shares granted to the underwriters of such shares), that are convertible into ordinary shares of the Parent Entity (or other securities or property following a merger event, reclassification or other change of the ordinary shares of the Parent Entity), and cash in lieu of fractional shares of the Parent Entity.
(c) Section 6.10 of the Existing Credit Agreement is hereby amended by (i) deleting the word and at the end of clause (b), (ii) replacing the . at the end of clause (c) with ; and and (iii) adding a new clause (d) immediately following clause (c) therein to read as follows:
(d) the Parent Entity may make any payments and/or deliveries required by the terms of, and otherwise perform its obligations under, the Specified Convertible Preferred Shares (including, without limitation, making payments of dividends and other distributions thereon and/or making payments and deliveries due upon conversion thereof).
SECTION 2. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions (the date such conditions are satisfied, the Amendment Effective Date):
(a) The Administrative Agent (or its counsel) shall have received (i) from the Loan Parties and (ii) the Lenders constituting the Required Lenders either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent that such party signed a counterpart of this Amendment (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., pdf)).
(b) Parent shall have consummated or, substantially simultaneously with the effectiveness of this Amendment, shall consummate an offering of Specified Convertible Preferred Shares (as defined in the Amended Credit Agreement).
(c) The Administrative Agent shall have received a signed certificate of a Responsible Officer of the U.S. Parent Borrower stating that the representations and warranties of the Loan Parties set forth in Article III of the Existing Credit Agreement (other than the representations and warranties set forth in Sections 3.04(b) and 3.06 of the Existing Credit Agreement) shall be true and correct in all material respects on and as of the Amendment Effective Date, except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true and correct in all material respects as of such earlier date.
SECTION 3. No Other Amendments. Except as hereby amended, the terms and provisions of each Loan Document shall remain in full force and effect. Nothing herein shall be deemed to entitle the parties hereto to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.
SECTION 4. Consent and Affirmation of Guarantors. Each Guarantor, in its capacity as a guarantor under the Guaranty, hereby consents to the execution, delivery and performance of this Amendment and agrees that the Guaranty is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment Effective Date.
SECTION 5. Effect of this Amendment. This Amendment shall be deemed a Loan Document. On and after the date hereof, each reference in each of the Loan Documents to the Credit Agreement, thereunder, thereof or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement and all references in the Existing Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement. The Loan Documents, as modified by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement, and shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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SECTION 7. Counterparts; Electronic Signatures.
(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic means shall be equally effective as delivery of the original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic means shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.
(b) The words execution, signed, signature, and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature of the use of paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law or regulation, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have executed Amendment No. 1 as of the date first above here written.
APTIV CORPORATION, as the U.S. Parent Borrower | ||
By: |
/s/ Jane Wu |
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Name: Jane Wu | ||
Title: Treasurer | ||
APTIV PLC, as Parent | ||
By: |
/s/ Jane Wu |
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Name: Jane Wu | ||
Title: Treasurer | ||
APTIV HOLDINGS US LIMITED, as a Guarantor | ||
By: |
/s/ Jane Wu |
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Name: Jane Wu | ||
Title: Authorized Representative | ||
APTIV INTERNATIONAL HOLDINGS (UK) LLP,
as a Guarantor |
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By: |
/s/ Jane Wu |
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Name: Jane Wu | ||
Title: Authorized Representative |
[Signature Page to Amendment No. 1]
JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent and a Lender |
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By: |
/s/ Jonathan Bennett |
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Name: Jonathan Bennett | ||
Title: Executive Director |
[Signature Page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed Amendment No. 1 as of the date first above here written.
BANK OF AMERICA, N.A., as Lender | ||
By: |
/s/ Brian Lukehart |
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Name: Brian Lukehart | ||
Title: Managing Director | ||
BARCLAYS BANK PLC, as a Lender | ||
By: |
/s/ Sean Duggan |
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Name: Sean Duggan | ||
Title: Vice President | ||
CITIBANK, N.A., as Lender | ||
By: |
/s/ Susan Olsen |
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Name: Susan Olsen | ||
Title: Vice President | ||
DEUTSCHE BANK AG NEW YORK BRANCH, as Lender | ||
By: |
/s/ Ming K. Chu |
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Name: Ming K. Chu | ||
Title: Director | ||
By: |
/s/ Annie Chung |
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Name: Annie Chung | ||
Title: Director | ||
GOLDMAN SACHS BANK USA, as a Lender | ||
By: |
/s/ Jamie Minieri |
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Name: Jamie Minieri | ||
Title: Authorized Signatory | ||
SOCIETE GENERALE, as a Lender | ||
By: |
/s/ John Hogan Jr |
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Name: John Hogan Jr | ||
Title: Director | ||
BNP PARIBAS, as Lender | ||
By: |
/s/ Nader Tannous |
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Name: Nader Tannous | ||
Title: Managing Director | ||
By: |
/s/ Todd Grossnickle |
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Name: Todd Grossnickle | ||
Title: Director | ||
SUMITOMO MITSUI BANKING CORPORATION, as Lender | ||
By: |
/s/ Michael Maguire |
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Name: Michael Maguire | ||
Title: Managing Director |
[Signature Page to Amendment No. 1]