SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Aug 29, 2011
Aptiv PLC (APTV) (CIK 0001521332)
Date: Aug. 29, 2011 · CIK: 0001521332 · Accession: 0000000000-11-051651
AI Filing Summary & Sentiment
File numbers found in text: 333-174493
Referenced dates: August 9, 2011, June 21, 2011
Letter
August 29, 2011 Via E-mail 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. 4 to the Registration Statement on Form S-1 Filed August 19, 2011 File No. 333-174493
Dear Mr. Clark:
We have reviewed your response to our letter dated August 9, 2011 and have the following additional comments. General
1. We note that you intend to file a number of the exhibits, including the underwriting agreement and legality opinion, with future amendments. Please allow sufficient time for staff review as we may have comm ents upon review of the exhibits.
Market and Industry Data, page ii
2. We note your response to comment three in our letter dated June 21, 2011. Please file the consent of The Freedonia Group with your ne xt amendment or tell us why you believe you are not required to do so. Refer to Securities Act Section 7 and Rule 436.
Tax Considerations, page 163 U.S. Federal Income Tax Considerations, page 165
3. Please file counsel’s opinion as to the materi al U.S. federal income tax consequences as an exhibit to the registration statement or tell us why you believe you are not required to do so. Refer to Item 601(b)(8) of Regulation S-K.
Kevin P. Clark Delphi Automotive LLP August 29, 2011 Page 2 You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief, at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3469 with any other questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Michael Kaplan Davis Polk & Wardwell LLP
Show Raw Text
August 29, 2011 Via E-mail 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. 4 to the Registration Statement on Form S-1 Filed August 19, 2011 File No. 333-174493 Dear Mr. Clark: We have reviewed your response to our letter dated August 9, 2011 and have the following additional comments. General 1. We note that you intend to file a number of the exhibits, including the underwriting agreement and legality opinion, with future amendments. Please allow sufficient time for staff review as we may have comm ents upon review of the exhibits. Market and Industry Data, page ii 2. We note your response to comment three in our letter dated June 21, 2011. Please file the consent of The Freedonia Group with your ne xt amendment or tell us why you believe you are not required to do so. Refer to Securities Act Section 7 and Rule 436. Tax Considerations, page 163 U.S. Federal Income Tax Considerations, page 165 3. Please file counsel’s opinion as to the materi al U.S. federal income tax consequences as an exhibit to the registration statement or tell us why you believe you are not required to do so. Refer to Item 601(b)(8) of Regulation S-K. Kevin P. Clark Delphi Automotive LLP August 29, 2011 Page 2 You may contact Heather Clar k at (202) 551-3624 or Linda Cvrkel, Accounting Branch Chief, at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551- 3469 with any other questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Michael Kaplan Davis Polk & Wardwell LLP