UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Date of earliest event reported) April 4, 2008
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 |
(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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(Zip Code) |
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(248) 813-2000 |
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(Registrant’s Telephone Number, Including Area Code) |
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(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)) |
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On April 4, 2008, Delphi Corporation (“Delphi” or the “Company”) announced that although it had met
the conditions required to substantially consummate its First Amended Joint Plan of Reorganization
(the “Plan”), including obtaining $6.1 billion of exit financing, Delphi’s plan investors refused
to participate in a closing that was commenced but not completed on that date. A copy of the press
release announcing this development is attached as Exhibit 99(a) hereto and incorporated herein by
reference.
The closing had been scheduled to occur pursuant to that certain Equity Purchase and Commitment
Agreement dated as of August 3, 2007, and as amended through December 10, 2007 (the “Investment
Agreement”) among Delphi and A-D Acquisition Holdings, LLC (“ADAH”), Harbinger Del-Auto Investment
Company, Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman,
Sachs & Co., and Pardus DPH Holding LLC (collectively, the “Investors”).
Several hours prior to the scheduled closing on April 4, 2008, ADAH delivered to Delphi a letter
dated April 4, 2008, stating that such letter “constitutes a notice of immediate termination” of
the Investment Agreement. ADAH’s April 4 letter alleges that Delphi has breached certain
provisions of the Investment Agreement, that ADAH is entitled to terminate the Investment Agreement
and that the Investors are entitled to be paid a fee of $82,500,000 plus certain expenses and other
amounts. At the time ADAH delivered its letter, other than the Investors, all the required parties
for a successful closing and emergence from chapter 11, including representatives of Delphi’s exit
financing lenders, General Motors Corporation, and the Unsecured Creditors and Equity Committees in
Delphi’s chapter 11 proceedings were present, were prepared to move forward, and all actions
necessary to consummate the Plan were taken other than the concurrent closing and funding of the
Investment Agreement.
On April 5, 2008, ADAH delivered to Delphi a letter described as “a supplement to the April 4
Termination Notice,” stating “this letter constitutes a notice of an additional ground for
termination” of the Investment Agreement. The April 5 letter cited Section 12(d)(iii) of the
Investment Agreement based on the Plan not having become effective on or before April 4, 2008. As
previously disclosed, ADAH had extended the first date by which it could terminate the Investment
Agreement with Delphi if the effective date of the Plan had not occurred from March 31, 2008 to
April 5, 2008.
Delphi believes that ADAH wrongfully terminated the Investment Agreement and disputes the
allegations that Delphi breached the Investment Agreement or failed to satisfy any condition to the
Investors’ obligations thereunder as asserted by ADAH in its April 4 letter. Delphi’s
Board of Directors has formed a special litigation committee and has engaged independent legal
counsel to consider and pursue any and all available equitable and legal remedies, including the
commencement of legal action in the United States Bankruptcy Court for the Southern District of New
York to seek all appropriate relief, including specific performance by the Investors of their
obligations under the Investment Agreement.
Under the terms and subject to the conditions of the Investment Agreement, the Investors committed
to purchase $800 million of convertible preferred stock and approximately $175 million of common
stock in the reorganized Company. Additionally, the Investors committed to purchase any
unsubscribed shares of common stock in connection with an approximately $1.6 billion rights
offering that was made available to unsecured creditors subject to satisfaction of other terms and
conditions. For more information regarding the Investment Agreement, see the description thereof
contained in Delphi’s Annual Report on Form 10-K for the year ended December 31, 2007 and exhibits
10(af) and 10(as) thereto.
ITEM 8.01 OTHER EVENTS
Following the events described above under Item 1.02 of this Current Report on Form 8-K, the
Internal Revenue Service and the Pension Benefit Guaranty Corporation (the “PBGC”) extended until
May 9, 2008, the existing pension funding waivers which permit the Company to defer certain funding
contributions until its emergence from chapter 11. The waivers would have expired on April 7,
2008. In exchange for such extension, the Company extended the term of the previously issued
letters of credit to May 23, 2008 which may be drawn upon by the PBGC in favor of the plans in the
event the conditions set forth in the waivers are not satisfied, and
has committed to increase the face amount of
the letters of credit by $10 million by April 18, 2008, from $162.5 million to $172.5 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits. The following exhibit is being furnished as part of this report. |
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| Exhibit |
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Description |
99 (a)
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Press release issued by Delphi on April 4, 2008 |