Delphi Comments on Auction Results and July 29 Plan Modification Hearing
Pure Credit Bid from DIP Lender Administrative Agent Designated “Successful Bid” Subject to Conditions; GM-Parnassus Bid Designated as “Alternate Transaction”
Delphi, GM and DIP Lenders Reach Accord On Financing Delphi’s Chapter 11 Cases Through Emergence
Severance Claimants’ Objections to Modified Plan Resolved
Plan Modification Hearing to Commence July 29
Troy, Mich., -- Delphi Corp. (PINKSHEETS:DPHIQ) announced today that, following a two day auction process conducted in New York City, Delphi’s Board of Directors, following consultation with Delphi’s official committee of unsecured creditors and its largest US based union, designated a pure credit bid received from JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement dated as of May 9, 2008 as the “Successful Bid”. The Pure Credit Bid transaction, which is also supported by General Motors Company, is based on a transaction structure that is similar to the transaction announced on June 1, 2009 with Parnassus Holdings, LLC, an affiliate of Platinum Equity Capital Partners, L.P., and GM Components Holdings, LLC, a GM affiliate, and would be implemented through a modified reorganization plan or through a section 363 asset sale if the Modified Plan is not approved by the Bankruptcy Court for the Southern District of New York. Delphi also announced that GM and the DIP Lenders agreed to modify financing agreements with Delphi that are intended to provide sufficient liquidity through consummation of the Modified Plan through a combination of GM loans, Delphi’s use of certain cash collateral accounts pledged to the DIP Lenders and the repatriation of excess liquidity from Delphi’s global affiliates.
The designation of the Pure Credit Bid transaction as the successful bid is subject to the satisfaction of certain conditions relating to the submission of a mutually satisfactory proposed Plan Modification Order to the Bankruptcy Court. When consummated, the transaction would satisfy the amounts owed by Delphi and its affiliates to its DIP Lenders. Pursuant to supplemental procedures adopted by the Bankruptcy Court, the successful bid will not be formally accepted by Delphi until the Bankruptcy Court has reviewed and approved the transaction. The GM-Parnassus transaction announced on June 1 was designated the “Alternate Transaction” following the auction process.
Objections to the selection of the successful bid following the auction process and conduct of the auction must be filed by 5:00 pm EDT on July 28. Except with respect to certain union objections, the Bankruptcy Court has adjourned all objections filed by counterparties to executory contracts based on notices of assumption and assignment, cure and/or non-assignment to 10:00 am EDT on August 17. Delphi has resolved a number of potential objections to the Modified Plan in advance of the July 29 hearing including those filed by certain DIP Lenders and the administrative agent, the Creditors’ Committee, Wilmington Trust Company as indentured trustee, the Pension Benefit Guaranty Corporation, certain state and federal agencies and various other parties. In addition, the proposed Pure Credit Bid transaction resolves more than 600 severance-related objections filed with respect to the Modified Plan by providing for the assumption and payment of severance obligations, including an option for payment of 75% of a former employee’s remaining severance obligation in a lump sum prior to the effective date of the Modified Plan. The Bankruptcy Court is scheduled to commence the Plan Modification hearing on the Pure Credit Bid transaction on July 29 at 10:00 am EDT.
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