UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 28, 2007
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-14787
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38-3430473 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of Incorporation) |
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| 5725 Delphi Drive, Troy, MI
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48098 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 813-2000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2007, Delphi Corporation (“Delphi” or the “Company”), affiliates of Cerberus
Capital Management, L.P. (“Cerberus”), Appaloosa Management L.P. (“Appaloosa”), and Harbinger
Capital Partners Master Fund I, Ltd. (“Harbinger”, and together with Cerberus and Appaloosa, the
“Investor Affiliates”), as well as Merrill Lynch, Pierce, Fenner & Smith, Incorporated and UBS
Securities LLC entered into an amendment (the “EPCA Amendment”) to the previously disclosed Equity
Purchase Commitment Agreement dated as of January 18, 2007 (the “EPCA”).
Pursuant to the terms of the EPCA Amendment, the date by which the Company, the affiliate of
Cerberus or the affiliate of Appaloosa have the right to terminate the EPCA on account of Delphi
not having completed tentative labor agreements with Delphi’s principal U.S. labor unions and a
consensual settlement of legacy issues with General Motors Corporation was extended. The EPCA
Amendment provides that the day-to-day right to terminate will continue beyond February 28, 2007
through a future date to be established pursuant to a 14 day notice mechanism set forth in the
EPCA Amendment. Delphi, the affiliate of Cerberus and the affiliate of Appaloosa also agreed not
to exercise such termination right before March 15, 2007. The EPCA Amendment also extends the
deadline to make certain regulatory filings under the federal antitrust laws in connection with the
framework transaction.
The foregoing description of the EPCA Amendment does not purport to be complete and is qualified
in its entirety by reference to the EPCA Amendment, which is being filed as Exhibit 99(a) to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
A press release announcing the execution of the EPCA Amendment was issued by Delphi on February 28,
2007. The full text of the press release is being furnished with this Current Report on Form 8-K
as Exhibit 99(b).
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the exhibits being filed as part of this report, as well
as other statements made by Delphi may contain forward-looking statements, that reflect, when made,
the Company’s current views with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the Company’s operations and business environment which may
cause the actual results of the Company to be materially different from any future results, express
or implied, by such forward-looking statements. In some cases, you can identify these statements
by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of
these terms and other comparable terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following:
the ability of the Company to continue as a going concern; the ability of the Company to operate
pursuant to the terms of the debtor-in-possession financing facility; the terms of any
reorganization plan ultimately confirmed; the Company’s ability to obtain Court approval with
respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the
Company to develop, prosecute, confirm and consummate one or more plans of reorganization with
respect to the chapter 11 cases; the Company’s ability to satisfy the terms and conditions of the
Equity Purchase and Commitment Agreement (including the Company’s ability to achieve consensual
agreements with GM and its U.S. labor unions on a timely basis that are acceptable to the Plan
Investors in their sole discretion); the Company’s ability to satisfy the terms and conditions of
the Plan Framework Support Agreement; risks associated with third parties seeking and obtaining
Court approval to terminate or shorten the exclusivity period for the Company to propose and
confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to
convert the cases to chapter 7 cases; the ability of the Company to obtain and maintain normal
terms with vendors and service providers; the Company’s ability to maintain contracts that are
critical to its operations; the potential adverse impact of the chapter 11 cases on the Company’s
liquidity or results of operations; the ability of the Company to fund and execute its business
plan (including the transformation plan described in Item 1. Business “Potential Divestitures,
Consolidations and Wind-Downs” of the Annual Report on Form 10-K for the year ended December 31,
2006 filed with the SEC) and to do so in a timely manner; the ability of the Company to attract,
motivate and/or retain key executives and associates; the ability of the Company to avoid or
continue to operate during a strike, or partial work stoppage or slow down by any of its unionized
employees and the ability of the Company to attract and retain customers. Additional factors that
could affect future results are identified in the Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the SEC including the risk factors in Part I. Item 1A. Risk Factors,
contained therein. Delphi disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events and/or otherwise.
Similarly, these and other factors, including the terms of any reorganization plan ultimately
confirmed, can affect the value of the
Company’s various prepetiti
on liabilities, common stock and/or other equity securities.
Additionally, no assurance can be given as to what values, if any, will be ascribed in the
bankruptcy cases to each of these constituencies. A plan of reorganization could result in holders
of Delphi’s common stock receiving no distribution on account of their interest and cancellation of
their interests. In addition, under certain conditions specified in the Bankruptcy Code, a plan of
reorganization may be confirmed notwithstanding its rejection by an impaired class of creditors or
equity holders and notwithstanding the fact that equity holders do not receive or retain property
on account of their equity interests under the plan. In light of the foregoing, the Company
considers the value of the common stock to be highly speculative and cautions equity holders that
the stock may ultimately be determined to have no value. Accordingly, the Company urges that
appropriate caution be exercised with respect to existing and future investments in Delphi’s common
stock or other equity interests or any claims relating to prepetition liabilities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits. The following exhibits are part of this report. |
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Description |
99(a)
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Amendment dated February 28, 2007, to the Equity Purchase and
Commitment Agreement dated January 18, 2007, by and among
Delphi Corporation, A-D Acquisition Holdings, LLC, Harbinger
Del-Auto Investment Company, Ltd., Dolce Investments LLC,
Merrill Lynch, Pierce, Fenner & Smith, Incorporated and UBS
Securities LLC. |
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99(b)
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Press Release dated February 28, 2007 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DELPHI CORPORATION
(Registrant)
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| Date: February 28, 2007 |
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/s/ DAVID M. SHERBIN
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David M. Sherbin, |
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Vice President, General Counsel
and Chief Compliance Officer |
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