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
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| Date of report (Date of earliest event reported)
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December 10, 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
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 10, 2007, Delphi Corporation (“Delphi” or the “Company”) filed a motion in the United
States (“U.S.”) Bankruptcy Court for the Southern District of New York (the “Court”) seeking
authority to enter into a Purchase and Sale Agreement (the “Purchase Agreement”) with a
wholly-owned entity of Platinum Equity, LLC, Steering Solutions Corporation (“Platinum”) for the
sale of Delphi’s global steering and halfshaft businesses, and a Transaction Facilitation Agreement
(the “Transaction Agreement”) with General Motors Corporation (“GM”). The motion also requests a
bidding procedures hearing on December 20, 2007. The sale will be conducted pursuant to Section
363 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) and the consummation of the sale is subject
to Court approval. Following completion of the bidding procedures process, a final sale hearing is
anticipated to occur no later than February, 2008. Under the Transaction Agreement, GM has certain
approval rights with respect to alternative bidders and the terms of sale in connection with an
auction.
Pursuant to the terms of the Purchase Agreement, Delphi will transfer to Platinum substantially all
of the assets of its global steering and halfshaft business, including manufacturing operations,
intellectual property, customer and supplier contracts and interests in joint ventures. In
addition, Platinum has agreed to retain substantially all employees dedicated to the business, and
it is anticipated that the senior leadership of the global business will transfer to Platinum.
GM is providing financial support for the sale pursuant to the Transaction Agreement, under which
GM is making certain commitments to Delphi in connection with the sale, including providing $257
million of total cash consideration at closing for working capital, and agreeing to reimburse
Delphi for certain expenses of the sale, which includes payments Delphi will make to Platinum under
the Purchase Agreement to cover certain separation and transaction related costs, which may be up
to $65 million.
For more detail regarding the terms of the proposed transaction and support being provided by GM,
see the forms of agreements included in the motion filed with the Court, which is attached as
Exhibit 99(a) hereto and incorporated by reference herein. Also filed as Exhibit 99(b) hereto is
the press release announcing the filing. Additional information regarding Delphi’s bankruptcy
proceedings is available on www.delphidocket.com.
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 and to obtain an extension of term or other
amendments as necessary to maintain access to such 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 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; 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
U.S. Securities and Exchange Commission (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 or those of its principal customers and the ability of the Company
to attract and retain customers. Additional factors that could affect future results are identified
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, including the
risk factors in Part I. Item 1A. Risk Factors, contained therein and the Company’s quarterly
periodic reports for the subsequent periods, including the risk factors in Part II. Item 1A. Risk
Factors, contained therein, filed with the SEC. 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 prepetition 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 little or 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
(d) Exhibits. The following exhibits are being furnished as part of this report.
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Description |
99(a)
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Notice and Motion for Sale Procedures, including form of
Purchase Agreement and form of Transaction Facilitation
Agreement, as filed with the Bankruptcy Court, dated December
10, 2007 |
99(b)
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Press release issued by Delphi on December 11, 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) |
Date:
December 11, 2007 |
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By:
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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 |