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) October 27, 2005
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
In connection with Delphi Corporation’s (“Delphi” or the “Company”) previously reported voluntary
filing of petitions for reorganization under chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York
(the “Court”), on October 14, 2005, Delphi had entered into a Revolving Credit, Term Loan and
Guaranty Agreement (the “DIP Credit Facility”) to borrow up to $2.0 billion from a syndicate of
lenders arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., for which
JPMorgan Chase Bank, N.A. is the administrative agent (the “Administrative Agent”) and Citicorp
USA, Inc., is syndication agent (together with the Administrative
Agent, the “Agents”). The DIP
Credit Facility consists of a $1,750 million revolving facility and a $250 million term loan
facility (collectively, the “DIP Loans”). On October 12, 2005, Delphi issued a press release (the
“October 12 Press Release”) announcing the Court approval of the Debtors’ “first day” motions,
including interim approval to use up to $950 million of the Company’s DIP financing. A copy of the
October 12 Press Release was filed previously. On October 27, 2005, Delphi entered into the First
Amendment to the Revolving Credit, Term Loan and Guaranty Agreement (the “First Amendment”). Under
the terms of the First Amendment the Company has agreed, among other things, to mandatory
prepayments from Asset Sales and Recovery Events (each, as defined in the First Amendment) pursuant
to which, if Delphi or any Guarantor shall receive Net Cash Proceeds (as defined in the First
Amendment) in excess of $125,000,000 from any Asset Sale or Recovery Event (except to the extent
that Net Cash Proceeds received in connection with such Recovery Event are applied within 180 days
of receipt thereof to the replacement or repair of the assets giving rise thereto), then an amount
equal to 66-2/3% of such Net Cash Proceeds received on such date shall, within 10 days after such
date, be either (x) applied to the DIP Loans, with corresponding permanent reductions of
commitments under the DIP Credit Facility, or (y) deposited into a cash collateral account
maintained with the Administrative Agent for the benefit of the holders of Liens (as defined in the
DIP Credit Facility) and claims granted under the Final Order (as defined in the DIP Credit
Facility) in the order of priority set forth therein; provided that Delphi shall be permitted to
request approval of the Court to use such proceeds in accordance with Section 363 of the Bankruptcy
Code so long as such uses are permitted under the DIP Credit Facility and subject to the rights of
parties in interest to contest such request. The First Amendment also modified the terms of the
Borrowing Base (as defined in the DIP Credit Facility) computation, which limits the amount
outstanding under the DIP Loans at any one time. A copy of the First Amendment is attached to this
document as Exhibit 99 (a).
ITEM 8.01 OTHER EVENTS
On October 27, 2005, Delphi issued a press release announcing that it had received final Court
approval of the DIP Credit Facility, as amended, and final approval of an adequate protection
package for the Company’s prepetition secured revolver and term loan facilities. The adequate
protection package includes, among other things: (i) an agreement by Delphi to pay accrued interest
on the loans under the prepetition facility on a monthly basis, (ii) the right of Delphi to pay
this interest based on LIBOR, although any lender may require that interest on its loans be based
on the alternative base rate if such lender waives all claims for interest at the default rate and
any prepayment penalties that may arise under the prepetition facility and (iii) an agreement by
Delphi to replace approximately $90 million of letters of credit outstanding under the prepetition
facility with letters of credit to be issued under the DIP Credit Facility. A copy of the press
release is attached hereto as
Exhibit 99(b).
On October 28, 2005, Delphi and the institutions sponsoring the Company’s existing European
accounts receivable securitization facility entered into an agreement (the “Agreement”) to permit
continued use of the facility despite the occurrence of early termination events. The early
termination events include Delphi’s failure to satisfy the consolidated leverage ratio at September
30, 2005 and defaults related to its voluntary filing for reorganization under the Bankruptcy Code.
The Agreement allows for continued use of the facility and provides that the parties have until
November 20, 2005 to amend the securitization agreement to incorporate amendments resulting from
the Agreement, including revised financial covenants and pricing and to provide an availability of
€145 million ($174 million at September 30, 2005 currency exchange rates) and £10 million ($18
million at September 30, 2005 currency exchange rates). With the proposed amendments, the
securitization facility would expire on March 31, 2006.