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Published on 6/10/2020 in the Prospect News Convertibles Daily.

New Issue: Aptiv sells $1 billion mandatory convertible preferreds to yield 5.5%, up 22.5%

By Abigail W. Adams

Portland, Me., June 10 – Aptiv plc priced $1 billion, or 10 million shares, of three-year par-of-$100 series A mandatory convertible preferred stock after the market close on Tuesday with a dividend of 5.5% and a threshold appreciation premium of 22.5%, according to an FWP filing with the Securities and Exchange Commission.

Pricing came at the midpoint of talk for a dividend of 5.25% to 5.75% and at the rich end of talk for a threshold appreciation premium of 17.5% to 22.5%, according to a market source.

Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. were joint lead bookrunners for the registered offering, which carries a greenshoe of $150 million, or 1.5 million shares.

Barclays, BofA Securities Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC were also bookrunning managers.

The company also priced a concurrent $1 billion, or 13,173,495 share, offering of ordinary shares at a public offering price of $75.91.

The secondary offering carries a greenshoe of $150 million, or 1,976,024 shares.

Net proceeds from the mandatory convertible and common share offerings are each expected to be $970 million, or $1.115 billion if the greenshoes are exercised in full.

Proceeds will be used for general corporate purposes.

Aptiv is a Dublin, Ireland-based technology and mobility company.

Issuer:Aptiv plc
Securities:Series A mandatory convertible preferred shares
Amount:$1 billion, or 10 million shares
Greenshoe:$150 million, or 1.5 million shares
Maturity:June 15, 2023
Bookrunners:Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Barclays, BofA Securities Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC
Co-managers:BNP Paribas, SMBC Nikko, Societe Generale, MUFG, TD Securities, UniCredit Capital Markets and U.S. Bancorp
Dividend:5.5%
Price:Par of $100
Yield:5.5%
Appreciation premium:22.5%
Appreciation price:$92.99
Conversion rate:Maximum of 1.3173 and minimum of 1.0754
Pricing date:June 9
Settlement date:June 12
Distribution:Registered
Talk:Dividend of 5.25% to 5.75% and threshold appreciation premium of 17.5% to 22.5%
Stock symbol:NYSE: APTV
Stock reference price:$75.91 in concurrent offering
Market capitalization:$19.35 billion

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