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) December 20, 2007
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):
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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 2.05 COSTS ASSOCIATED WITH EXIT AND DISPOSAL ACTIVITIES
Delphi Corporation (“Delphi” or the “Company”) disclosed in its Current Report on Form 8-K dated
December 10, 2007 (as amended by the Current Report on Form 8-K/A filed December 18, 2007), that it
had filed a motion in the United States (“U.S.”) Bankruptcy Court for the Southern District of New
York (the “Court”) seeking authority to enter into a Purchase and Sale Agreement with a
wholly-owned entity of Platinum Equity, LLC, Steering Solutions Corporation (“Platinum”) for the
sale of Delphi’s global steering and halfshaft businesses (the “Steering Business”) containing
Platinum’s binding offer and a Transaction Facilitation Agreement with General Motors Corporation
(“GM”) (the “Transaction Agreement”). On December 20, 2007, the Court approved bidding procedures
authorizing Delphi to commence an auction under section 363 of the U.S. Bankruptcy Code (the
“Bankruptcy Code”) to dispose of the Steering Business. Following completion of the bidding
procedures process, a final sale hearing is scheduled for February 2008. Under the Transaction
Agreement, GM has certain consent rights with respect to alternative bidders and the terms of sale
in connection with an auction. Final consummation of the transaction is subject to Court approval.
The Court approval of Delphi’s plan to dispose of the Steering Business triggers held for sale
accounting under Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets,” (“SFAS 144”). In the fourth quarter of 2007, the
Company expects to recognize a charge of approximately $500 million as a loss on the anticipated
disposal of the Steering Business. The final charge will be adjusted for the terms of the
transaction as approved by the Court and the impact of curtailment
charges for employee benefits.
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 and to obtain an extension of
term or other amendments as necessary to maintain access to such 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 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 EPCA; 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 U.S. Securities and Exchange Commission
(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 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 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