8-K12G3 filed December 18, 2024, 6:59 PM ET ticker APTV CIK 0001521332

other material confidence high sentiment neutral materiality 0.60

Aptiv PLC (APTV): M&A transaction — Aptiv completes redomestication to new Jersey company; shares exchange 1-for-1

Aptiv PLC

Royal Court of Jersey sanctioned scheme on Dec 13; effective Dec 17, 2024.
Each outstanding Aptiv share exchanged for one New Aptiv share; New Aptiv tax resident in Switzerland.
New Aptiv guaranteed $6.7B+ senior notes and $500M subordinated notes; assumed $600M Term Loan A.
ASR agreements with Goldman Sachs and JPMorgan for up to $3B repurchase assumed by New Aptiv.
Existing directors and officers continue in same roles; committees remain unchanged.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aptiv PLC: New Aptiv adopted its Memorandum and Articles of Association effective December 17, 2024 in connection with a transaction (effective 2024-12-17).

Change: charter amendment
Effective: 2024-12-17

Exact text from the filing

In connection with the Transaction, effective as of December 17, 2024, New Aptiv adopted its Memorandum and Articles of Association.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Aptiv PLC underwent a change of control involving shareholders of Aptiv PLC (closed 2024-12-17).

Action: change of control
Counterparty: shareholders of Aptiv PLC
Closing: 2024-12-17

Exact text from the filing

On December 13, 2024, the Royal Court of Jersey sanctioned the scheme of arrangement between Aptiv PLC (“Aptiv”) and its shareholders (the “Scheme”) the purpose of which was to effect a transaction (the “Transaction”) pursuant to which each shareholder of Aptiv’s ordinary shares, par value $0.01 per share, received ordinary shares, par value $0.01 per share, of Aptiv PLC (f/k/a Aptiv Holdings Limited) (“New Aptiv”) on a one-for-one basis.

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Aptiv PLC filing history →

Source: SEC EDGAR

accession 0001193125-24-280796

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