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 7, 2007
(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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o 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
As previously disclosed, (i) on December 18, 2006, Delphi Corporation (“Delphi” or the “Company”)
entered into a Plan Framework Support Agreement (the “PSA”) with Cerberus Capital Management,
L.P.(“Cerberus”), Appaloosa Management L.P. (“Appaloosa”), Harbinger Capital Partners Master Fund
I, Ltd. (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill Lynch”), UBS
Securities LLC (“UBS”) and General Motors Corporation (“GM”) and (ii) on January 18, 2007, Delphi
entered into an Equity Purchase & Commitment Agreement (the “EPCA”) with affiliates of Cerberus,
Appaloosa, Harbinger, as well as Merrill Lynch and UBS.
The PSA outlined a framework plan of reorganization, including an outline of the financial recovery
of the Company’s stakeholders and the treatment of certain claims asserted by GM, the resolution of
certain pension funding issues and the corporate governance of reorganized Delphi. The EPCA
provided for, subject to satisfaction of certain conditions set forth therein, the investment of up
to $3.4 billion in preferred and common equity in the reorganized Delphi to support Delphi’s
transformation plan announced on March 31, 2006 and the framework plan of reorganization as
outlined in the PSA. A description of certain material terms of the PSA and the EPCA, including
amendments to each, are included in the Company’s Current Reports on Form 8-K filed with the
Securities and Exchange Commission (“SEC”) on December 18, 2006, January 23, 2007 and February 28,
2007 (the “Prior 8-Ks”). Additionally, the EPCA and amendments thereto and the PSA and amendments
thereto were filed as exhibits to the Prior 8-Ks.
Delphi announced on April 19, 2007 that it did not expect that Cerberus would continue as a plan
investor. On July 7, 2007, pursuant to Section 12(g) of the EPCA, Delphi sent a termination notice
of the EPCA to the other parties to the EPCA. As a result of the termination of the EPCA, a
Termination Event (as defined in the PSA) occurred, and all obligations of the parties to the PSA
under the PSA were immediately terminated and were of no further force and effect.
ITEM 8.01 OTHER EVENTS
On July 9, 2007, Delphi issued a press release announcing the foregoing, a copy of which is
attached hereto as Exhibit 99(a) and incorporated herein by reference.
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 debtor-in-possession financing facility; the terms of any
reorganization plan ultimately confirmed; the Company’s ability to obtain Court approval with
respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the
Company to develop, prosecute, confirm and consummate one or more plans of reorganization with
respect to the chapter 11 cases; the Company’s ability to satisfy the terms and conditions of the
Equity Purchase and Commitment Agreement (including the Company’s ability to achieve consensual
agreements with GM and its U.S. labor unions on a timely basis that are acceptable to the Plan
Investors in their sole discretion); the Company’s ability to satisfy the terms and conditions of
the Plan Framework Support Agreement; 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 (including the transformation plan described in Item 1. Business “Potential Divestitures,
Consolidations and Wind-Downs” of the Annual Report on Form 10-K for the year ended December 31,
2006 filed with the SEC) 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 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, 2006, including the risk factors in Part I. Item 1A. Risk Factors, contained
therein and the Company’s quarterly periodic reports for the subsequent periods, including the risk
factors in Part II. Item 1A. Risk Factors, contained therein, filed with the SEC. 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. Additionally, no
assurance can be given as to what values, if any, will be ascribed in the bankruptcy cases to each
of these constituencies. A plan of reorganization could result in holders of Delphi’s common stock
receiving no distribution on account of their interest and cancellation of their interests. In
addition, under certain conditions specified in the Bankruptcy Code, a plan of reorganization may
be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and
notwithstanding the fact that equity holders do not receive or retain property on account of their
equity interests under the plan. In light of the foregoing, the Company considers the value of the
common stock to be highly speculative and cautions equity holders that the stock may ultimately be
determined to have no value. Accordingly, the Company urges that appropriate caution be exercised
with respect to existing and future investments in Delphi’s common stock or other equity interests
or any claims relating to prepetition liabilities.