Delphi Automotive PLC intends to execute a tax-free spin-off of its Powertrain Systems segment into a new, independent publicly traded company (“Powertrain”). Immediately following the transaction, which is expected to be completed by March 2018, Delphi shareholders will own shares of both companies: Delphi Automotive with its Electrical/Electronic Architecture and Electronics & Safety businesses and Powertrain.
The convergence of technologies underpinning industry megatrends is driving greater demand for advanced electronics and increased computing power to meet consumer preferences for more safety, efficiency, and connectivity. At the same time, regulations for emissions and fuel economy are becoming increasingly stringent globally, requiring advanced engine management and electrification systems to enhance vehicle performance and meet customer demand. Kevin Clark, president and CEO of Delphi Automotive, said that the change will create two independent companies, each with a distinct product focus, a proven business model, and the flexibility to pursue accelerated investments in advanced technologies.
Looking ahead, new mobility will be defined by the convergence of automated driving, increased electrification, and connected infotainment, all enabled by exponential increases in computing power and smart vehicle architectures. As a result of our strategy to grow and expand through organic investments, acquisitions, and strategic partnerships aligned to the safe, green and connected industry megatrends, our Electrical/Electronic Architecture and Electronics & Safety businesses are well positioned for significant growth as the only global provider of an integrated “brain and nervous system” of the vehicle. We have the advanced technologies, engineering capabilities, and cost structure to be a global leader in the rapidly evolving mobility sector. As a standalone business, Powertrain will be well positioned to pursue a focused global growth strategy while further enhancing its portfolio of advanced propulsion technologies, power electronics solutions and aftermarket business.—Kevin Clark
Upon completion of the transaction, Delphi E/EA and E&S will remain global technology leaders with strengths in signal and power distribution, centralized computing platforms, advanced safety and autonomous driving systems, enhanced infotainment and user experience, vehicle connectivity and electrification, and data services.
Powertrain is a global technology leader focused on optimizing vehicle propulsion systems by enhancing environmental efficiency and vehicle performance. The company is a global supplier to original equipment manufacturers and aftermarket customers with 20,000 global employees, 5,000 engineers and revenues of approximately $4.5 billion in 2016.
Powertrain’s portfolio of advanced propulsion technologies benefits from increasingly stringent regulatory standards and consumer demands for increased fuel economy and reduced CO2 emissions.
Timothy Manganello, currently an independent Director on the Delphi Board, will become non-executive chairman of the new Powertrain company’s board of directors upon separation. Manganello was most recently Chairman of the Board and Chief Executive Officer of BorgWarner, Inc. Liam Butterworth, currently senior vice president and president, Powertrain Systems, will become president and chief executive officer of the new entity.
Upon completion of the planned spin-off, Delphi shareholders will receive shares of Powertrain via a pro rata special distribution. Details of the distribution will be included in the initial Form 10 registration statement, which is expected to be filed with the Securities and Exchange Commission in June 2017, and the spin-off is expected to be completed by March 2018, subject to customary market, regulatory and other conditions. There can be no assurance regarding the timing of the spin-off or its completion. Powertrain intends to have its ordinary shares listed on the New York Stock Exchange.
Goldman, Sachs & Co. and Barclays are serving as financial advisors and Latham & Watkins LLP is serving as legal advisor to Delphi Automotive PLC.