Delphi Comments on Alternative Transaction Process
TROY, MI, Jul 10 (MARKET WIRE) --
Delphi Corp. (PINKSHEETS: DPHIQ) announced today that the deadline for
submission by qualified bidders of potential alternative transactions to
the transaction announced on June 1, 2009 with Parnassus Holdings, LLC,
an affiliate of Platinum Equity LLC, and GM Components Holdings, LLC, an
affiliate of General Motors Corporation, has passed without the
submission of any potential alternative transactions from any of the
three third-party bidders qualified under supplemental procedures
previously approved by the U.S. Bankruptcy Court for the Southern
District of New York.
While no alternative transactions were submitted to Delphi, the company
has received a notice 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, that the
Administrative Agent may submit a credit bid in accordance with the
Modification Procedures Order and Supplemental Modification Procedures
Order previously entered by the Bankruptcy Court (the "Procedures
Orders"). The Administrative Agent informed Delphi that the notice was
delivered to the company at the direction of Lenders constituting the
Required Lenders under and as defined in the DIP Credit Agreement. In the
event that the Administrative Agent subsequently delivers a pure credit
bid support letter to the company as required by the Procedures Orders,
Delphi will conduct an auction on July 17, 2009 between the parties to
the Master Disposition Agreement and the Administrative Agent and comply
with post-auction procedures all as provided for in the Procedures
Orders. In such circumstances, the company would expect to make a further
public announcement on or about July 20, 2009 regarding the outcome of
the auction process. Delphi remains committed to achieving a consensual
resolution of its chapter 11 cases for the benefit of all its
stakeholders.
On June 1, 2009, Delphi announced that it planned to affect its emergence
from chapter 11 reorganization through either a modified reorganization
plan or sale under Section 363 of the Bankruptcy Code pursuant to which
Parnassus will operate Delphi's U.S. and non-U.S. businesses going forward
with emergence capital and capital commitments of approximately $3.6
billion and without the legacy costs associated with the North American
sites that are being acquired by GM Components together with Delphi's
global Steering business. Certain other residual non-core and
non-strategic assets and liabilities are expected to be divested over
time. The final approval hearing on the emergence transactions has been
scheduled by the Bankruptcy Court for July 23, 2009.
Delphi's Chapter 11 cases were filed on Oct. 8, 2005, in the United States
Bankruptcy Court for the Southern District of New York and were assigned
to the Honorable Robert D. Drain under lead case number 05-44481 (RDD).
ABOUT DELPHI'S CHAPTER 11 CASE
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities. The securities referred to
in this press release will not be, or have not been, registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state.
More information on Delphi's U.S. restructuring and access to court
documents is available at www.delphidocket.com.
Information on the case can also be obtained on the Bankruptcy Court's
website with Pacer registration: http://www.nysb.uscourts.gov. For more
information about Delphi and its operating subsidiaries, to include Court
filings discussed in this release, visit Delphi's website at
www.delphi.com.
FORWARD-LOOKING STATEMENTS
This press release 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 partial temporary accelerated payments agreement and Advance
Agreement with GM, its debtor-in-possession financing facility, and to
obtain an extension of term or other amendments as necessary to maintain
access to such Advance Agreement and facility; the Company's ability to
obtain Court approval with respect to motions in the Chapter 11 cases
prosecuted by it from time to time, including the ability of the Company
to obtain Court approval of the interim Liquidity Support Agreement with
GM and approval to modify the Plan which was confirmed by the Court on
January 25, 2008, to confirm such modified plan or any other subsequently
filed plan of reorganization and to consummate such plan or other
consensual resolution of Delphi's Chapter 11 cases; 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 as described in the
proposed modifications to its Plan as filed with the Court 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, 2008
filed with the United States Securities and Exchange Commission,
including the risk factors in Part I. Item 1A. Risk Factors, contained
therein and in Part II. Item 1A. Risk Factors in the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009. 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. It is possible that Delphi's common stock may have no
value and claims relating to prepetition liabilities may receive no value.
DELPHI MEDIA CONTACT:
Lindsey Williams
248.813.2528
DELPHI INVESTOR CONTACT:
Eric Creech
248.813.2498
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