🧾 What This Document Is

This is an 8-K filing with two major exhibits attached. An 8-K is a "current report" companies use to announce major events that shareholders should know about.

👉 In simple terms: Versigent PLC (which will soon be its own company) just signed two critical "divorce papers" with its soon-to-be former parent company, Aptiv PLC.

The first is a Transition Services Agreement (TSA). This is like a temporary support agreement where Aptiv agrees to keep helping Versigent run its business for a while after they officially separate. The second is a Tax Matters Agreement, which spells out who is responsible for which taxes from the past and future.

🏢 What The Company Does

• Aptiv PLC ("Parent"): A major automotive technology company (they make parts and systems for cars).
• Versigent Limited ("SpinCo"): A new company being "spun off" from Aptiv. While the exact business isn't detailed in this document, it's clearly a division or set of businesses that Aptiv is separating into a standalone entity.

👉 Why this matters: This filing is the legal blueprint for how two companies will untangle their operations and finances after being one company. It's a crucial step in making Versigent an independent business.

🤝 The Deal: Separation & Support

Versigent and Aptiv have a master plan called the Separation and Distribution Agreement. This plan says:

1. Aptiv will transfer a specific business (the "SpinCo Business") to Versigent.
2. Aptiv will then distribute (give) all of Versigent's shares to Aptiv's own shareholders. After this, Versigent will be an independent, publicly-traded company.

👉 The Catch: You can't just flip a switch and separate two deeply integrated companies overnight. That's where these two agreements come in.

🔥 The Transition Services Agreement (TSA)

This is the temporary support agreement. Think of it as "child support" during the separation.

⏳ How Long Will It Last?

• The main term is up to 24 months from the official "Distribution Date" (the day the spin-off is complete).
• Specific services can have their own shorter timelines listed in Exhibits (which are redacted here).
• If services continue past their term, the cost increases dramatically: +12.5% for the first 3 extra months, +25% for the next 3, +50% for the next 3, and +100% (double the cost) after that. This incentivizes both sides to become independent quickly.

💰 What's The Price & Who Pays?

• Services are provided at a cost (a "Cost") that is detailed in the confidential exhibits.
• Some are a fixed monthly fee, others are "billed as incurred" based on actual usage.
• Payments are due within 30 days of an invoice. You can't withhold payment even if you're disputing an invoice (you have to pay and sort out the dispute later).

🛠️ What Services Are Included (and Excluded)?

• Included: Only services specifically listed in the confidential Exhibits 2.1(a) (for Aptiv helping Versigent) and 2.1(b) (for Versigent helping Aptiv).
• Excluded: Anything not listed, plus any services whose term has expired.
• Key Limitation: The services are "as-is" and transitional. They are not meant to be a permanent, high-quality relationship. The goal is for each company to build its own independent capabilities.

⚖️ Key Obligations & Risks

• Service Recipient's Job (the one getting help): Must provide accurate data, maintain its own equipment, and cooperate fully. If it doesn't, the Service Provider (the one giving help) can stop the service.
• Migration Plan: Versigent has a plan (Exhibit 3.3, redacted) to migrate off of Aptiv's systems. Versigent is fully liable for costs if it fails to complete this migration on time.
• Liability Cap: Generally, a company's liability under this agreement is capped at the total fees it received under the agreement. However, there's an important exception: Versigent's liability for failing the migration is unlimited.
• Intellectual Property (IP): IP created solely for the Service Recipient belongs to that recipient. IP that is an improvement on the Service Provider's existing IP belongs to the provider.

📦 The Tax Matters Agreement

This agreement ensures the IRS and other tax authorities don't come knocking with a single, giant, confusing bill for the combined companies.

🎯 The Goal

The spin-off is structured to be a tax-free transaction for both Aptiv and its shareholders under Section 355 of the tax code. This agreement sets rules to preserve that goal and assign responsibility.

💸 Who Owes What Taxes?

• Taxes Before the Split: Generally allocated based on which business (Aptiv's or Versigent's) generated them.
• Taxes Caused by the Split: If the separation triggers any taxes (because the IRS says it wasn't truly tax-free), the agreement specifies which party is responsible for paying them.
• Filing Tax Returns: Each company is responsible for filing its own tax returns going forward. For taxes covering the period before the split, they have to cooperate.

🤝 Assistance and Cooperation

Both companies must help each other with tax filings and audits related to periods before the split. They have to keep tax records for 7 years and give each other access.

🔮 What This Signals

This filing signals that the spin-off of Versigent from Aptiv is in its final, executable stages. All the complex legal and operational "plumbing" is being connected. It shows a high level of planning to ensure a smooth transition for employees, customers, and shareholders.

The clear 24-month timeline creates urgency. Both companies are financially motivated to become fully independent as fast as possible.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Positives:

• Orderly Transition: The TSA provides a critical bridge, preventing operational chaos on Day 1 of independence.
• Clear Rules: Both agreements establish clear, pre-negotiated rules for taxes, costs, and responsibilities, reducing future disputes.
• Aligned Incentives: The escalating costs for services force both companies to prioritize building their own standalone capabilities.

⚠️ Risks / Watchpoints:

• Execution Risk: Versigent must successfully migrate off Aptiv's systems. Failure could be very costly and disruptive.
• Dependency Risk: If key services are terminated early or aren't available, it could hurt operations.
• Tax Risk: While structured to be tax-free, any challenge from tax authorities could create unexpected liabilities.

🧠 The Analogy

This is like parents (Aptiv) helping their adult child (Versigent) move out of the family home. The TSA is the agreement that the parents will continue to cook meals, do laundry, and provide internet for up to two years, but the child must pay for groceries and is expected to learn to do everything themselves. The Tax Matters Agreement is like deciding who gets to claim the child as a dependent on taxes and who is responsible for the old utility bills.

📇 Key Contacts & People

• For Versigent PLC: Attention: [], Email: []
• For Aptiv PLC: Attention: [], Email: []
• Signatories:
  • Aptiv PLC: Varun Laroyia, Executive VP & CFO
  • Versigent Limited: Timothy Seitz, Director

(Note: Specific names, emails, and phone numbers for general notices are redacted and marked as [**] in the filing.)*

🧩 Final Takeaway

This filing is the operational and financial rulebook for the divorce between Aptiv and Versigent. It ensures Versigent gets temporary support to become independent while assigning clear responsibility for past and future taxes. The success of the spin-off now hinges on smooth execution over the next 24 months, especially Versigent's ability to build its own systems and capabilities.