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) February 3, 2006
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
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(Commission File Number)
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(IRS Employer Identification No.) |
Incorporation) |
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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)
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(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))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 21, 2005, Delphi Corporation (“Delphi” or the “Company”) entered into an Amended and
Restated Revolving Credit, Term Loan and Guaranty Agreement (the “Amended DIP Credit Facility”) to
borrow up to $2.0 billion from a syndicate of lenders arranged by J.P. Morgan Securities Inc.,
Citigroup Global Markets, Inc., and Deutsche Bank Securities Inc. JPMorgan Chase Bank, N.A. is the
administrative agent (the “Administrative Agent”) for the Amended DIP Credit Facility, Citicorp
USA, Inc. is syndication agent (together with the Administrative Agent, the “Agents”) and Abelco
Finance LLC, Deutsche Bank Trust Company Americas and General Electric Capital Corporation are
co-documentation agents. The Amended DIP Credit Facility consists of a $1.75 billion revolving
facility and a $250 million term loan facility (collectively, the “DIP Loans”). Delphi had
previously entered into a debtor-in-possession credit facility on October 14, 2005 with the Agents
and a first amendment to that facility on October 27, 2005 (as so amended, the “DIP Credit
Facility”). For more information regarding the DIP Credit Facility and the related approvals
granted by the United States Bankruptcy Court for the Southern District of New York under chapter
11 of the United States Bankruptcy Code, see Delphi’s previous current reports on Form 8-K filed
with the United States Securities and Exchange Commission on October 20, 2005 and November 1, 2005.
On February 3, 2006, Delphi entered into the First Amendment to the Amended and Restated Credit
Agreement and Amended and Restated Security and Pledge Agreement (the “First Amendment”). The
First Amendment provides, among other amendments, (i) an amendment to the definition of “Global
EBITDAR” to clarify the measurement of Restructuring Costs (as defined in the Amended DIP Credit
Facility) on a monthly basis to be consistent with the monthly Global EBITDAR covenant testing
requirements under the Amended DIP Credit Facility, and (ii) permission to deliver the Company’s
2005 audited financial statements within 110 days after the year-end, as is currently provided, but
without regard to any shorter time period specified by the United States Securities and Exchange
Commission. The foregoing description is qualified by the actual terms of the First Amendment,
which is attached to this document as Exhibit 99(a).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits. The following exhibit is being filed as part of this report.
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Description |
99(a)
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First Amendment to Amended and Restated Credit
Agreement and Amended and Restated Security and
Pledge Agreement, dated as of February 3, 2006 |
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
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(Registrant)
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Date: February 8, 2006 |
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By:
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/s/ JOHN D. SHEEHAN |
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(John D. Sheehan,
Vice President and Chief Restructuring Officer,
Chief Accounting Officer and Controller) |