TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to GM Advance Agreement
On August 26, 2009, Delphi Corporation (“Delphi” or the “Company”) entered into a further amendment
(the “Twelfth 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 Twelfth
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,
August 3, 5, 7, 10, 17, 19, and 24, 2009 and Delphi’s Annual Report on Form 10-K for the year ended
December 31, 2008 and Delphi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
The following description of the terms of the Twelfth 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 confirmed First Amended Joint Plan
Reorganization as modified (as further modified, amended and supplemented, the “Modified Plan”), as
filed with the United States (“U.S.”) Bankruptcy Court for the Southern District of New York (the
“Court”) on June 16, 2009. Specifically, prior to the Twelfth Amendment, the ability of Delphi to
request advances on or after August 26, 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
Twelfth Amendment extends the August 26, 2009 date until 8:00 p.m. (Eastern time) on September 3,
2009. All other terms of the GM Advance Agreement remain in effect.
Amendment to Accommodation Agreement
On August 26, 2009, Delphi entered into a further amendment (the “Thirty-First 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 Thirty-First Amendment is to extend the term of the Accommodation
Agreement to 8:00 p.m. (Eastern time) on September 3, 2009. The following description of the
Thirty-First 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, 9, 18, 22, and 24, 2009, July 1, 8, 13, 20, 22, and
30, 2009, August 3, 5, 7, 10, 17, 19, and 24, 2009 (the “Original Forms 8-K”), which descriptions
are incorporated herein by reference.
Pursuant to the Accommodation Agreement, as in effect through the Thirtieth 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 August 26, 2009, subject to the continued
satisfaction by Delphi of a number of covenants and conditions. The Thirty-First Amendment further
extends that date until 8:00 p.m. (Eastern time) on September 3, 2009. There currently remains
approximately $230 million outstanding under the Tranche A Facility, $310 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. Finally, the Thirty-First Amendment provides that the
requisite majority of lenders under the Amended and Restated DIP Credit Facility have 70 business
days (modified from 65 business days) to notify Delphi that the modified plan of reorganization
filed on June 1, 2009 is not satisfactory.
The remaining provisions in the Accommodation Agreement are materially 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, Delphi’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009 and the Original Forms 8-K.
Although Delphi is currently in compliance with the terms of the Accommodation Agreement (after
giving effect to the Thirty-First 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 the 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, and to consummate the Modified Plan or any 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
Modified Plan as filed with the bankruptcy 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 Annual Report, including the risk factors in Part I. Item 1A. Risk Factors
contained therein and in Part II. Item 1A. Risk Factors in the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2009 and June 30, 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. Under the Modified Plan confirmed by the
Court on July 30, 2009, holders of Delphi’s common stock will 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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| Exhibit |
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| Number |
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Description |
99 (a)
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Twelfth Amendment to Amended and Restated GM-Delphi Agreement, dated as of August 26, 2009 |
99 (b)
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Thirty-First Amendment to the Accommodation Agreement, dated as of August 26, 2009 |