New Issue: Aptiv prices $2.5 billion of fixed-rate senior notes in three parts

By William Gullotti

Buffalo, N.Y., Feb. 10 – Aptiv plc and Aptiv Corp. priced $2.5 billion of senior notes (Baa2/BBB/BBB) in three parts on Thursday, according to an FWP filed with the Securities and Exchange Commission.

As previously reported, the offering is connected to Aptiv’s agreement to acquire Wind River Systems, Inc.

The first tranche of senior notes, priced at par, is for $700 million of 2.396% notes due Feb. 18, 2025. The tranche priced at par to yield 80 basis points over Treasuries. The series will have a make-whole call at Treasuries plus 15 bps until Feb. 18, 2023, followed by a par call.

The second tranche is for $800 million of 3.25% notes due March 1, 2032, which priced at 99.6 to yield 3.297%, or 135 bps over Treasuries. The 2032 notes will have a make-whole call at Treasuries plus 25 bps until Dec. 1, 2031, followed by a par call.

The third tranche is for $1 billion of 4.15% notes due May 1, 2052, which priced at 99.783 to yield 4.163%, or 190 bps over Treasuries. The 2052 notes will have a make-whole call at Treasuries plus 30 bps until Nov. 1, 2051, followed by a par call.

The notes may also be redeemed in whole, but not in part, at any time for taxation reasons at par plus interest.

As previously reported, if the Wind River acquisition is not consummated by July 10, 2023, all of the 2032 and 2052 notes will be automatically called at 101 plus accrued and unpaid interest. The 2025 notes will not be subject to the special redemption condition.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the joint bookrunning managers for the offering.

Proceeds from the offering will be used to fund a portion of the cash consideration payable in connection with the acquisition with any remaining net proceeds used for general corporate purposes.

Each series will be listed on the New York Stock Exchange.

The technology and mobility company is based in Dublin.

Issuers:	Aptiv plc and Aptiv Corp.
Amount:	$2.5 billion
Issue:	Senior notes
Bookrunners:	J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
Senior co-managers:	Barclays, BNP Paribas Securities Corp., BofA Securities, Inc. and Deutsche Bank Securities Inc.
Co-managers:	MUFG, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., UniCredit Capital Markets LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, Guggenheim Securities, LLC, ICBC Standard Bank plc, ING Financial Markets LLC, Loop Capital Markets LLC, PNC Capital Markets LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc., Standard Chartered Bank, Huntington Securities, Inc., Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & Co., LLC
Call:	At any time in whole, but not in part, for taxation reasons at par plus interest
Trade date:	Feb. 9
Settlement date:	Feb. 18
Ratings:	Moody’s: Baa2
	S&P: BBB
	Fitch: BBB
Distribution:	SEC registered
2025 notes
Amount:	$700 million
Maturity:	Feb. 18, 2025
Coupon:	2.396%
Price:	Par
Yield:	2.396%
Spread:	Treasuries plus 80 bps
Call:	Make-whole call at Treasuries plus 15 bps until Feb. 18, 2023, then a par call
Cusip:	00217GAA1
2032 notes
Amount:	$800 million
Maturity:	March 1, 2032
Coupon:	3.25%
Price:	99.6
Yield:	3.297%
Spread:	Treasuries plus 135 bps
Call:	Make-whole call at Treasuries plus 25 bps until Dec. 1, 2031, then a par call
Cusip:	00217GAB9
2052 notes
Amount:	$1 billion
Maturity:	May 1, 2052
Coupon:	4.15%
Price:	99.783
Yield:	4.163%
Spread:	Treasuries plus 190 bps
Call:	Make-whole call at Treasuries plus 30 bps until Nov. 1, 2051, then a par call
Cusip:	00217GAC7

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