Delphi Announces $750 Million Private Offering of Senior Notes by Its Powertrain Systems Spin-Off Subsidiary, Delphi Jersey Holdings PLC
GILLINGHAM, England, Sept. 8, 2017 /PRNewswire/ -- Delphi Automotive PLC (NYSE: DLPH), a leading global technology company serving the automotive sector, today announced the commencement of a $750 million private offering of senior notes due 2025 (the "Notes") by its subsidiary, Delphi Jersey Holdings PLC ("DPS"). DPS is the recently formed holding company for Delphi Automotive PLC's ("Delphi") Powertrain Systems segment which Delphi intends to separate from its current business by means of a spin-off to its shareholders.
Upon completion of the separation, DPS intends to use the proceeds from the offering, together with borrowings under a $750 million term loan as part of its credit facilities, to fund operating cash, pay taxes, fees and expenses related to the spin-off, and distribute a dividend to Delphi. Pending completion of the separation, proceeds of the offering will be deposited into escrow for the benefit of the holders of the notes.
The Notes are being offered for sale to qualified institutional buyers in an offering exempt from registration pursuant 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 Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute 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. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About DPS
DPS is the recently formed holding company for Delphi's Powertrain Systems segment. DPS is a leader in the development, design and manufacture of integrated powertrain technologies that optimize engine performance, increase vehicle efficiency, reduce emissions, improve driving performance, and support increasing electrification of vehicles. DPS is a global supplier to original equipment manufacturers seeking to manufacture vehicles that meet and exceed increasingly stringent global regulatory requirements and satisfy consumer demands for an enhanced user experience. Additionally, DPS offers a full spectrum of aftermarket products serving a global customer base.
About Delphi
Delphi Automotive PLC is a high-technology company that integrates safer, greener and more connected solutions for the automotive and transportation sectors. Headquartered in Gillingham, U.K., Delphi operates technical centers, manufacturing sites and customer support services in 46 countries.
Forward-Looking Statements
This press release, as well as other statements made by Delphi and DPS, contain forward-looking statements that reflect, when made, Delphi's current views with respect to current events and DPS's proposed notes offering. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering will be completed or as to the actual size or terms of the offering. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi and DPS's operations and business environment as well as market conditions, which may cause the actual results of Delphi and DPS 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 Delphi's filings with the Securities and Exchange Commission and in DPS's Form 10 Registration Statement, as amended. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect Delphi and DPS. Delphi 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.
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SOURCE Delphi Automotive PLC
