Delphi Automotive PLC (NYSE:DLPH) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On September15, 2017, Delphi Automotive PLC (the “Company”) announced the upsizing and pricing of the private offering of $800million aggregate principal amount of 5.00% senior notes due 2025 (the “Notes”) by its subsidiary, Delphi Jersey Holdings plc. The Notes have been offered for sale to qualified institutional buyers in an offering exempt from registration to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in compliance with Regulation S under the Securities Act. The offering is expected to close on September28, 2017, subject to customary closing conditions. Delphi Jersey Holdings plc is the recently formed holding company for the Company’s Powertrain Systems segment, which the Company intends to separate by means of a spin-off to its shareholders.
The information contained in this Item 7.01 is being furnished, not filed, to Item 7.01. Accordingly, this information will not be incorporated by reference into any registration statement filed by the Company or by Delphi Jersey Holdings plc under the Securities Act, unless specifically identified therein as being incorporated by reference.
Item 7.01 Other Events.
The Company also issued a press release to Rule 135c under the Securities Act relating to the pricing of the Notes. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the securities will be made only by means of a private offering memorandum.
Item 7.01 Financial Statements and Exhibits.
| 99.1 | Press release, dated September15, 2017 |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements represent Delphi’s current judgment about possible future events and include, but are not limited to, those related to the Company’s current beliefs as to the outcome of the matter described herein. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment as well as market conditions, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s and DPS’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or how they may affect the Company. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
Delphi Automotive PLC ExhibitEX-99.1 2 d449840dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Delphi Achieves Major Milestone towards Completing Powertrain Systems Spin-Off $800 Million Senior Notes Offering Priced Senior Secured Credit Agreement Fully Executed,…To view the full exhibit click here
About Delphi Automotive PLC (NYSE:DLPH)
Delphi Automotive PLC is a vehicle components manufacturer. The Company operates through three segments: Electrical/Electronic Architecture; Powertrain Systems, and Electronics and Safety. It serves automotive and commercial vehicle markets. Its Electrical/Electronic Architecture segment includes electrical architecture and component products. Its Powertrain Systems segment provides systems integration of end-to-end gasoline and diesel engine management systems, including fuel handling, fuel injection, combustion, electronic controls, test and validation capabilities, aftermarket and original equipment services. Its Electronics and Safety segment includes component and systems integration in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, as well as advanced development of software.