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) July 29, 2009
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
Amendment to GM Advance Agreement
On July 29, 2009, Delphi Corporation (“Delphi” or the “Company”) entered into a further amendment
(the “Third Amendment”) to its existing liquidity agreement (the “GM Advance Agreement”) between
Delphi and General Motors Company (as assignee of Motors Liquidation Company, formerly known as
General Motors Corporation) ( “GM”). As set forth more fully below, the effect of the Third
Amendment was to extend the deadline for Delphi to satisfy certain milestones, which if not met,
would prevent Delphi from continued access to the facility.
As previously reported, the GM Advance Agreement was amended and restated on June 1, 2009 to
provide Delphi with an additional $250 million credit facility (the “Tranche C Facility”), subject
to Delphi’s continued satisfaction of certain conditions and milestones. For a complete
description of the terms of the GM Advance Agreement as so amended and restated prior to the First
and Second Amendments, see Delphi’s Current Reports on Form 8-K filed June 18, 2009, July 30, 2009
and Delphi’s Annual Report on Form 10-K for the year ended December 31, 2008. The following
description of the terms of the Third Amendment is qualified by reference to the full text of the
amendment, a copy of which is filed as Exhibit 99(a) to this report and incorporated by reference
herein.
Delphi’s continued ability to request advances under the Tranche C Facility is conditioned on
progress in achieving the transactions contemplated by the modifications to the previously
confirmed plan of reorganization, as filed with the United States (“U.S.”) Bankruptcy Court for the
Southern District of New York (the “Court”) on June 1, 2009 (the “Modified Plan”). Specifically,
prior to the Third Amendment, the ability of Delphi to request advances on or after July 29, 2009
was conditioned on the entry by the Court of an order, in form and substance reasonably acceptable
to GM, approving the Modified Plan or an implementation agreement pursuant to which the parties to
the Master Disposition Agreement, dated June 1, 2009, as revised and amended, among Delphi, GM
Components Holdings, LLC, GM and Parnassus Holdings II, LLC, would perform their obligations
thereunder pursuant to Section 363 of the Bankruptcy Code, independent of and not pursuant to or
contingent on the effectiveness of the Modified Plan. The Third Amendment extends the July 29,
2009 date until 8:00 p.m. (Eastern time) on July 30, 2009. All other terms of the GM Advance
Agreement remain in effect.
Amendment to Accommodation Agreement
On July 29, 2009, Delphi entered into a further amendment (the “Twenty-Second Amendment”), to its
accommodation agreement (as previously amended and supplemented through the date hereof, the
“Accommodation Agreement”), with the lenders under its existing debtor-in-possession financing
agreement (the “Amended and Restated DIP Credit Facility”), consisting of a $1.1 billion first
priority revolving credit facility (the “Tranche A Facility”), a $500 million first priority term
loan (the “Tranche B Term Loan”) and a $2.75 billion second priority term loan (the “Tranche C Term
Loan”). The effect of the Twenty-Second Amendment is to extend the term of the Accommodation
Agreement to 8:00 p.m. (Eastern time) on July 30, 2009 The following description of the
Twenty-Second Amendment is qualified in its entirety by the text of such amendment, a copy of which
is filed as Exhibit 99(b) to this report and incorporated by reference herein. A description of
the material terms of the Accommodation Agreement prior to such modifications is set forth in
Delphi’s Current Reports on Form 8-K filed with the United States Securities and Exchange
Commission on March 31, 2009, as amended on April 1, 2009 solely for the purposes of adding an
exhibit, April 3, 2009, as amended on April 7, 2009 solely for the purposes of adding another
exhibit, April 23, 2009, May 8, 2009, June 2, 2009, June 9, 2009, June 18, 2009, June 22, 2009,
June 24, 2009, July 1, 2009, July 8, 2009, July 13, 2009, July 20, 2009, July 22, 2009 and July
30, 2009 (the “Original Forms 8-K”), which descriptions are incorporated herein by reference.
Pursuant to the Accommodation Agreement, as in effect through the Twenty-First Amendment (the
“Prior Accommodation Agreement”), the lenders agreed, among other things, to allow Delphi to
continue using the proceeds of the Amended and Restated DIP Credit Facility and to forbear from the
exercise of certain default-related remedies, in each case until July 29, 2009, subject to the
continued satisfaction by Delphi of a number of covenants and conditions, the Twenty-Second
Amendment further extends that date until 8:00 p.m. (Eastern time) on July 30, 2009. There
currently remains approximately $230 million outstanding under the Tranche A Facility, $311 million
outstanding under the Tranche B Term Loan and $2.75 billion outstanding under the Tranche C Term
Loan under the Amended and Restated DIP Credit Facility. .
The remaining provisions in the Accommodation Agreement are unchanged. For information regarding
the current terms of the Accommodation Agreement, as modified, which is not otherwise set forth in
this Current Report on Form 8-K, including the covenants and conditions of the lenders’ continued
forbearance from exercising remedies through the accommodation period and including the ability to
access certain cash collateral accounts, see Delphi’s Annual Report on Form 10-K for the year ended
December 31, 2008 (the “Annual Report”), including the exhibits to the Annual Report, and the
Original Forms 8-K.
Although Delphi is currently in compliance with the terms of the Accommodation Agreement (after
giving effect to the Twenty-Second Amendment), Delphi’s continued compliance and access to
sufficient liquidity to fund its working capital requirements and operations is dependent on a
number of factors including Delphi remaining in compliance with the provisions of the GM Advance
Agreement and administrative creditors, including its suppliers, continuing to provide services and
goods on customary payment terms.
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 its liquidity support agreements with GM, its debtor-in-possession financing facility and the
related accommodation agreement, and to obtain an extension of term or other amendments as
necessary to maintain access to such liquidity support agreements and facility; the Company’s
ability to obtain Court approval with respect to motions in the Chapter 11 cases prosecuted by it
from time to time, including final approval to further modify the Plan which was confirmed by the
Court on January 25, 2008, to confirm such further modified plan or any other subsequently filed
plan of reorganization and to consummate such plan or other consensual resolution of Delphi’s
Chapter 11 cases; 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 as described in the
proposed modifications to its Plan as filed with the Court 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, 2008
filed with the United States Securities and Exchange Commission, including the risk factors in Part
I. Item 1A. Risk Factors, contained therein and in Part II. Item 1A. Risk Factors in the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009. 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. It is possible that
Delphi’s common stock may have no value and claims relating to prepetition liabilities may receive
no value.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits. The following exhibits are being filed as part of this report. |
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Description |
| 99 (a)
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Third Amendment to Amended and Restated GM-Delphi Agreement, dated as of July 29, 2009 |
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| 99 (b)
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Extension Amendment to the Accommodation Agreement, dated as of July 29, 2009 |