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
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Date of report (Date of earliest event reported)
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January 9, 2008 |
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 |
| (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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(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)) |
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE
Delphi Corporation (“Delphi” or the “Company”) has scheduled lender meetings to commence the
syndication of its financing facilities to support Delphi’s planned exit from reorganization
proceedings under chapter 11 of the United States (“U.S.”) Bankruptcy Code. Delphi will provide
supplemental financial information at these meetings containing an unaudited borrowing base
calculation for debtor entities as of September 30, 2007 and EBITDAR information covering the
periods from October 1, 2006 through September 30, 2007, each as measured by the covenants
contained in Delphi’s Revolving Credit, Term Loan, and Guaranty Agreement (the “Refinanced DIP
Credit Facility”) and selected debt levels. The borrowing base
calculation and selected debt levels presented should not be considered in isolation
or as a substitute for items on Delphi’s consolidated balance sheet presented in accordance with
generally accepted accounting principles in the United States of America (“U.S. GAAP”). The
EBITDAR information should not be considered as an alternative to operating income, as a substitute for items in Delphi’s consolidated
statement of operations presented in accordance with U.S. GAAP, or as an
indicator of Delphi’s operating performance. All the information should be viewed in conjunction
with Delphi’s financial statements, footnotes including accounting policies contained in its 2006
Annual Report on Form 10-K and subsequent periodic reports as filed with the U.S. Securities and
Exchange Commission (“SEC”). An exhibit containing the borrowing base calculation, EBITDAR
information, selected debt levels and a reconciliation to the nearest comparable U.S. GAAP measurements, where
applicable, that will be provided to potential lenders is attached as Exhibit 99(a) hereto. For
additional information regarding the Refinanced DIP Credit Facility as amended, see Delphi’s
previous Current Reports on Form 8-K filed with the SEC on January 12, 2007, March 29, 2007, and
November 21, 2007. Additional information regarding Delphi’s filing under the U.S. Bankruptcy
Code, including the exit financing order and access to court documents and other general
information about the chapter 11 cases, is available online at
www.delphidocket.com.
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 U.S. Bankruptcy Court for the Southern
District of New York (the “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 Equity Purchase and Commitment 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 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 U.S. 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 little or no value. Accordingly,