SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Jul 8, 2011
Aptiv PLC (APTV) (CIK 0001521332)
Date: July 8, 2011 · CIK: 0001521332 · Accession: 0000000000-11-041418
AI Filing Summary & Sentiment
File numbers found in text: 333-174493
Referenced dates: June 21, 2011
Letter
July 8, 2011 Via Email Kevin P. Clark Vice President and Chief Financial Officer c/o Delphi Automotive LLP 5725 Delphi Drive Troy, MI 48098 Re: Delphi Automotive PLC Amendment No. 1 to the Registration Statement on Form S-1 Filed June 30, 2011 File No. 333-174493
Dear Mr. Clark:
We have reviewed your response to our letter dated June 21, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36
Notes to Unaudited Pro Forma Condensed Conso lidated Statements of Operations, page 40
1. Refer to footnote (a)(iii) on page 40. Please revi se to disclose the si gnificant assumptions that were used to calculate or determine the amounts of the original issue discount and accretion.
2. Please revise adjustment (a) to disclose th e relevant assumptions that were used to determine the elimination of interest expense and accretion on extinguished old notes.
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 42
3. Please revise footnote (b) to disclose how the $9 million reduction in original issue discount associated with Tranche B was calculated or determined.
4. We note from your response to prior comment 28 that the May debt modifications are no longer considered a substantial modificati on and the loss on debt extinguishment has been removed from the pro forma adjustments. Please provide us with your analysis of the debt modification pursuant to ASC 470-50 along with the basis for your conclusion that the modification was not substantial a nd therefore not an extinguishment requiring recognition of a gain or loss.
Kevin P. Clark Delphi Automotive LLP July 8, 2011 Page 2 Agreements with GM, page 148
Commercial, Supply and Access Agreements, page 148
5. Please file the Commercial Agreement and the Supply Agreement as exhibits to your next amended registration statement or tell us why these agreements are not required to be filed. Delphi Automotive LLP December 31, 2010 Financial Statements, page F-5
Consolidated Statement of Operations, page F-6
6. We note that in response to prior comment 40, earnings per share information has been added to the consolidated statement of operatio ns. In this regard, we are not clear why the earnings per unit information is disclo sed as “not measurable” for the successor periods given that the company was able to calculate the earnings per unit in note 17. Please revise to present your earnings on a pe r unit basis on the face of the statement of operations. Refer to the guidan ce in SAB Topic 4:F. The in terim statement of operations on page F-77 and your selected and summary financial data s hould be similarly revised. Notes to Consolidated Financial Statements, page F-12
1. General and Acquisition of Predecessor Businesses, page F-12 Disposition of the Predecessor, page F-14
7. We note your response to prior comment 41 and the disclosures that have been added on page F-14 of the financial statements but do not believe the revised disclosure fully address the concerns raised in our prior comm ent. As originally requested, please revise to clearly state how the various components of the $794 million gain from reorganization items were calculated or determined for each bullet point presented on page F-14. As part of your revised disclosure, please disclo se the sales price for the Predecessor’s global steering business and the manuf acturing facilities that were acquired by GM and explain how the loss on disposal wa s calculated or determined. 17. Membership Interests, page F-57
8. We note the response to prior comment 47 and the disclosures that have been added to Note 17 in response to our prior comment. However, we do not believe the revised disclosures were fully responsive to our prio r comment. As previously requested, please revise to disclose all issuan ces of membership interests in cluding the dates, amounts, and identity of the parties to whom the interests were issue d. Your revised disclosures should also explain the nature of the consideration r eceived and should explain how the fair value of any noncash considera tion received and the related me mbership interests issued were valued. For example, we note the endi ng balance of membership interests disclosed
Kevin P. Clark Delphi Automotive LLP July 8, 2011 Page 3 in the table on page F-58, however, each indivi dual issuance of interests that make up the ending balances are not disclosed. For example, the $1,972 fair value of Class A membership interests issued in 2009 does not agree with the $1,833 Class A membership interests issued to GM on page F-13. Your revised disclosure should indicate the date the additional $139 of Class A interests was issu ed, to whom, and should also explain how the fair value at issuance was determined.
9. We note the disclosures that have been a dded to Note 17 on page F-59 in response to prior comment 55. Please revise the disclosure s on page F-59 to expl ain in further detail how the net income attributable to the Cl ass A, Class B, and Class C membership interests was calculated or de termined. Note 12 to your interim financial statements should also be revised to include these disclosures. 22. Share-Based Compensation, page F-67
10. We note from your response to prior co mment 50 that you expect the Class E-1 membership interests to meet the criteria for immediate vesting 45 days subsequent to the closing of the IPO and not upon the effectiven ess or closing of your IPO. Since it appears that the accelerated vesting of the Class E-1 membership interest will be due primarily to the completion of your public o ffering, please revise the pro forma balance sheet included on page 41 of the registration statement to include a pro forma adjustment giving effect to the accelerated vest ing of these membership interests. General
11. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X.
12. An updated accountant’s consent should be included in any future amendments to your Form S-1 registration statement.
You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief at (202) 551-3813 if you have questions re garding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3750 with any other questions. Sincerely, /s/ Max A. Webb Max A. Webb Assistant Director cc: Michael Kaplan Davis Polk & Wardwell LLP
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July 8, 2011 Via Email Kevin P. Clark Vice President and Chief Financial Officer c/o Delphi Automotive LLP 5725 Delphi Drive Troy, MI 48098 Re: Delphi Automotive PLC Amendment No. 1 to the Registration Statement on Form S-1 Filed June 30, 2011 File No. 333-174493 Dear Mr. Clark: We have reviewed your response to our letter dated June 21, 2011 and have the following additional comments. Unaudited Pro Forma Condensed Consolidated Financial Information, page 36 Notes to Unaudited Pro Forma Condensed Conso lidated Statements of Operations, page 40 1. Refer to footnote (a)(iii) on page 40. Please revi se to disclose the si gnificant assumptions that were used to calculate or determine the amounts of the original issue discount and accretion. 2. Please revise adjustment (a) to disclose th e relevant assumptions that were used to determine the elimination of interest expense and accretion on extinguished old notes. Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 42 3. Please revise footnote (b) to disclose how the $9 million reduction in original issue discount associated with Tranche B was calculated or determined. 4. We note from your response to prior comment 28 that the May debt modifications are no longer considered a substantial modificati on and the loss on debt extinguishment has been removed from the pro forma adjustments. Please provide us with your analysis of the debt modification pursuant to ASC 470-50 along with the basis for your conclusion that the modification was not substantial a nd therefore not an extinguishment requiring recognition of a gain or loss. Kevin P. Clark Delphi Automotive LLP July 8, 2011 Page 2 Agreements with GM, page 148 Commercial, Supply and Access Agreements, page 148 5. Please file the Commercial Agreement and the Supply Agreement as exhibits to your next amended registration statement or tell us why these agreements are not required to be filed. Delphi Automotive LLP December 31, 2010 Financial Statements, page F-5 Consolidated Statement of Operations, page F-6 6. We note that in response to prior comment 40, earnings per share information has been added to the consolidated statement of operatio ns. In this regard, we are not clear why the earnings per unit information is disclo sed as “not measurable” for the successor periods given that the company was able to calculate the earnings per unit in note 17. Please revise to present your earnings on a pe r unit basis on the face of the statement of operations. Refer to the guidan ce in SAB Topic 4:F. The in terim statement of operations on page F-77 and your selected and summary financial data s hould be similarly revised. Notes to Consolidated Financial Statements, page F-12 1. General and Acquisition of Predecessor Businesses, page F-12 Disposition of the Predecessor, page F-14 7. We note your response to prior comment 41 and the disclosures that have been added on page F-14 of the financial statements but do not believe the revised disclosure fully address the concerns raised in our prior comm ent. As originally requested, please revise to clearly state how the various components of the $794 million gain from reorganization items were calculated or determined for each bullet point presented on page F-14. As part of your revised disclosure, please disclo se the sales price for the Predecessor’s global steering business and the manuf acturing facilities that were acquired by GM and explain how the loss on disposal wa s calculated or determined. 17. Membership Interests, page F-57 8. We note the response to prior comment 47 and the disclosures that have been added to Note 17 in response to our prior comment. However, we do not believe the revised disclosures were fully responsive to our prio r comment. As previously requested, please revise to disclose all issuan ces of membership interests in cluding the dates, amounts, and identity of the parties to whom the interests were issue d. Your revised disclosures should also explain the nature of the consideration r eceived and should explain how the fair value of any noncash considera tion received and the related me mbership interests issued were valued. For example, we note the endi ng balance of membership interests disclosed Kevin P. Clark Delphi Automotive LLP July 8, 2011 Page 3 in the table on page F-58, however, each indivi dual issuance of interests that make up the ending balances are not disclosed. For example, the $1,972 fair value of Class A membership interests issued in 2009 does not agree with the $1,833 Class A membership interests issued to GM on page F-13. Your revised disclosure should indicate the date the additional $139 of Class A interests was issu ed, to whom, and should also explain how the fair value at issuance was determined. 9. We note the disclosures that have been a dded to Note 17 on page F-59 in response to prior comment 55. Please revise the disclosure s on page F-59 to expl ain in further detail how the net income attributable to the Cl ass A, Class B, and Class C membership interests was calculated or de termined. Note 12 to your interim financial statements should also be revised to include these disclosures. 22. Share-Based Compensation, page F-67 10. We note from your response to prior co mment 50 that you expect the Class E-1 membership interests to meet the criteria for immediate vesting 45 days subsequent to the closing of the IPO and not upon the effectiven ess or closing of your IPO. Since it appears that the accelerated vesting of the Class E-1 membership interest will be due primarily to the completion of your public o ffering, please revise the pro forma balance sheet included on page 41 of the registration statement to include a pro forma adjustment giving effect to the accelerated vest ing of these membership interests. General 11. Please update the financial statements when required in accordance with Rule 3-12 of Regulation S-X. 12. An updated accountant’s consent should be included in any future amendments to your Form S-1 registration statement. You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief at (202) 551-3813 if you have questions re garding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3750 with any other questions. Sincerely, /s/ Max A. Webb Max A. Webb Assistant Director cc: Michael Kaplan Davis Polk & Wardwell LLP