SEC Comment Letter for Aptiv PLC (APTV) (CIK 0001521332) (APTV) — Nov 8, 2011
Aptiv PLC (APTV) (CIK 0001521332)
Date: Nov. 8, 2011 · CIK: 0001521332 · Accession: 0000000000-11-064843
AI Filing Summary & Sentiment
File numbers found in text: 333-174493
Referenced dates: November 4, 2011
Letter
November 8, 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. 6 to the Registration Statement on Form S-1 Filed November 7, 2011 File No. 333-174493
Dear Mr. Clark:
We have reviewed your response to our letter dated November 4, 2011 and have the following additional comments. Dilution, page 45
1. Please revise your definition of tangible book value per share to disclose that the numerator is calculated using total tangible assets less total liabilities. Principal and Selling Shareholders, page 161
2. Refer to footnote (8) to the selling share holders table. We note that the selling shareholders have disclaimed beneficial ow nership of ordinary shares “except to the extent of any pecuniary intere st therein.” Please note that beneficial ownership is not determined based on pecuniary interest. Please revise footnotes (8) to (16), (18) to (29), and (31) to (32) accordingly or tell us why su ch a disclaimer is appropriate. Refer to Exchange Act Rule 13d-3(a).
3. Please identify the 30 selling shareholders refere nced in footnote (33) or tell us why it is appropriate for these selling shareholders to be identified as a gr oup in this manner. Exhibit 5.1
4. The assumptions in paragraphs 3.1.4, 3.1.6, and 3.1.7 are inappropriate. Please have counsel revise its opinion to remove these as sumptions or tell us why the assumptions are appropriate.
Kevin P. Clark Delphi Automotive LLP November 8, 2011 Page 2 5. Refer to paragraph 6.4. Investor s are entitled to rely on the le gality opinion. Please have counsel remove “solely” from this paragraph.
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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November 8, 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. 6 to the Registration Statement on Form S-1 Filed November 7, 2011 File No. 333-174493 Dear Mr. Clark: We have reviewed your response to our letter dated November 4, 2011 and have the following additional comments. Dilution, page 45 1. Please revise your definition of tangible book value per share to disclose that the numerator is calculated using total tangible assets less total liabilities. Principal and Selling Shareholders, page 161 2. Refer to footnote (8) to the selling share holders table. We note that the selling shareholders have disclaimed beneficial ow nership of ordinary shares “except to the extent of any pecuniary intere st therein.” Please note that beneficial ownership is not determined based on pecuniary interest. Please revise footnotes (8) to (16), (18) to (29), and (31) to (32) accordingly or tell us why su ch a disclaimer is appropriate. Refer to Exchange Act Rule 13d-3(a). 3. Please identify the 30 selling shareholders refere nced in footnote (33) or tell us why it is appropriate for these selling shareholders to be identified as a gr oup in this manner. Exhibit 5.1 4. The assumptions in paragraphs 3.1.4, 3.1.6, and 3.1.7 are inappropriate. Please have counsel revise its opinion to remove these as sumptions or tell us why the assumptions are appropriate. Kevin P. Clark Delphi Automotive LLP November 8, 2011 Page 2 5. Refer to paragraph 6.4. Investor s are entitled to rely on the le gality opinion. Please have counsel remove “solely” from this paragraph. 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