Core Viewpoint - Aptiv PLC has announced a cash tender offer to purchase various outstanding senior notes for an aggregate consideration of up to $1,350,000,000, contingent upon the successful completion of its spin-off of the Electrical Distribution Systems business into a new company named Versigent [1][2]. Group 1: Tender Offer Details - The tender offer includes senior notes with varying due dates and interest rates, including 3.250% due 2032, 5.150% due 2034, and others, with specific acceptance priority levels and series caps [1][2]. - The maximum aggregate consideration for the tender offer is set at $1,350,000,000, exclusive of accrued interest, and the offer is subject to certain conditions, including the completion of the spin-off and receipt of a special dividend from Versigent [1][2]. - The tender offer will expire at 5:00 p.m. New York City time on April 3, 2026, unless extended, and holders must tender their notes by March 19, 2026, to receive the total tender offer consideration [2]. Group 2: Financial Considerations - The total tender offer consideration for each $1,000 in principal amount of notes will be determined based on a fixed spread over the yield of the applicable Reference U.S. Treasury Security [2]. - An early tender premium of $30 per $1,000 principal amount will be provided for notes tendered before the early tender deadline [2]. - The settlement date for the tender offer is expected to be April 7, 2026, with accrued and unpaid interest to be paid in cash for all validly tendered notes accepted for purchase [2]. Group 3: Spin-Off and Financing Condition - The tender offer is contingent upon the successful completion of the spin-off of Aptiv's Electrical Distribution Systems business, which will involve a special dividend of no less than $1,700,000,000 to Aptiv [1][2]. - Versigent will retain $400 million in cash after the dividend payment, which is part of the financing condition for the tender offer [1][2]. - The company reserves the right to modify the terms of the tender offer, including the series caps and acceptance priority levels, at any time [1][2].