Aptiv PLC (NYSE:APTV) entered into an agreement to acquire Wind River Systems, Inc. from TPG Capital, L.P. for $4.3 billion on January 11, 2022. The purchase price is subject to customary post-closing adjustments and will be paid in cash. Aptiv will finance the transaction utilizing a combination of cash on hand and new indebtedness. As of February 9, 2022, Aptiv announced offering of Senior Notes due 2025 and intends to use the net proceeds from this offering to fund a portion of the cash consideration. As of February 18, 2022, Aptiv announced a $700 offering to finance the transaction. Aptiv intends to acquire Wind River primarily utilizing cash on hand, including proceeds from the issuance of $2.5 billion in aggregate principal amount of senior unsecured notes in February 2022. Wind River generated approximately $400 million in revenues in 2021. Led by Kevin Dallas, Wind River will continue to operate as a stand-alone business within Aptiv as part of the Advanced Safety & User Experience (AS&UX) segment. The transaction is subject to customary conditions, including receipt of applicable regulatory approvals. The acquisition is expected to close mid-year 2022.
Goldman Sachs & Co. LLC acted as financial advisor while Steven Williams, Scott Barshay, Justin Rosenberg, Caith Kushner, David Sobel, Rick Rule, Daniel Howley, Steven Herzog, Jonathan Ashtor and Marisa Geiger, Lawrence Witdorchic, Lisa Krausz Eisenberg, Nicole Tark, Brian Krause, Salvatore Gogliormella, William O'Brien and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Covington & Burling LLP acted as legal advisors for Aptiv. Morgan Stanley & Co. LLC acted as financial advisor while Mike Roh, Howard Glazer, Kate Withers, Arek Maczka, Matt Jones, Jonathan Klarfeld, Ama Adams, Ruchit Patel, Brendan Hanifin, Daniel McCaughey, Megan Baca, Adam Greenwood, Edward McNicholas, Peter Alpert and Maria Calvet of Ropes & Gray LLP acted as legal advisor for Wind River. BofA Securities, Inc. acted as financial advisor to TPG Capital, L.P.
Aptiv PLC (NYSE:APTV) completed the acquisition of Wind River Systems, Inc. from TPG Capital, L.P. for $3.5 billion on December 23, 2022. The transaction is valued at $3.5 billion, instead of the initial purchase price of $4.3 billion agreed to in January 2022. Aptiv and the seller agreed to the amended purchase price, in part, as a result of certain changes in Wind RiverÆs current operating structure required to bring the regulatory approval process to a satisfactory conclusion. The transaction is expected to be accretive to adjusted earnings per share in 2023.