Delphi board approves Delphi Technologies spin-off

By Simon Warburton | 14 November 2017

Delphi says its board has approved the record date, distribution date and distribution ratio for the spin-off of its Powertrain Systems segment into a new publicly traded company, Delphi Technologies.

The record date will be as of the close of trading (New York City time) on 22 November and the distribution date will be at the close of business (New York City time) on 4 December. Following the spin-off, the remaining company will become Aptiv and change its ticker symbol to APTV.

Delphi Automotive shareholders will receive one ordinary share of Delphi Technologies for every three ordinary shares of Delphi Automotive held as of the record date, and will receive cash in lieu of any fractional shares.

The spin-off is expected to be effective at the close of business on 4 December, with 100% of the ordinary shares of Delphi Technologies distributed to Delphi Automotive shareholders. 

Delphi Technologies has received authorisation to list its ordinary shares on the New York Stock Exchange using the symbol DLPH. Delphi Automotive expects that a 'when-issued' public trading market for Delphi Technologies ordinary shares will begin on the NYSE on or about 21 November 2017 under the symbol 'DLPH WI' and will continue through the distribution date.

Delphi Technologies' ordinary shares are expected to begin regular way trading on the NYSE on 5 December, the first trading day following the distribution date.  

In connection with the spin-off, Delphi Automotive will change its name to Aptiv and starting 5 December 2017, its symbol will change to 'APTV.' Beginning on or about 21 November 2017 through the distribution date, Delphi Automotive expects that there will be two ways to trade its ordinary shares, either with or without the right to a distribution of Delphi Technologies ordinary shares.

Ordinary shares will continue to trade on the NYSE in the regular-way market under the symbol DLPH until the distribution date. It is expected ordinary shares will also trade without the right to receive the Delphi Technologies distribution in the "ex-distribution" market beginning on or about 21 November 2017 under the symbol APTV W. 

No action is required by Delphi Automotive shareholders to receive shares of Delphi Technologies in the spin-off. 

The spin-off and the distribution of Delphi Technologies ordinary shares are subject to certain customary conditions, including the US Securities and Exchange Commission (SEC) having declared effective Delphi Technologies' registration statement on Form 10.

In addition, the spin-off is subject to conditions set forth in a Separation and Distribution Agreement between Delphi Automotive and Delphi Technologies, the form of which is filed as an exhibit to Delphi Technologies' registration statement on Form 10.

Delphi Automotive shareholders are encouraged to consult with their financial and tax advisers regarding the consequences of buying, selling, or holding any securities, including those described here.