SOURCE: Delphi Corporation

March 05, 2008 17:20 ET

Delphi Comments on Exit Financing and Emergence Matters

GM Increases Its Participation for Planned Exit Financing Syndication; Delphi Asks Bankruptcy Court to Interpret Plan and Investment Agreement Provisions Regarding Exit Financing

TROY, MI--(Marketwire - March 5, 2008) - Delphi Corp. (PINKSHEETS: DPHIQ) announced today that it is taking the steps necessary to enable the completion of its exit financing syndication. Delphi said that it has been advised by General Motors that GM is prepared to provide additional exit financing. The company's $6.1 billion exit financing package is now expected to include a $1.6 billion asset-backed revolving credit facility, at least $1.7 billion of first-lien term loan, an up to $2.0 billion first-lien term note to be issued to GM (junior to the $1.7 billion first-lien term loan), and an $825 million second-lien term loan, of which any unsold portion would be issued to GM.

Delphi believes that GM's increased participation in the exit financing structure is necessary to successfully syndicate its exit financing on a timely basis and is consistent with its First Amended Joint Plan of Reorganization ("the Plan") and the investment agreement with its plan investors. However, certain of Delphi's plan investors have advised the company they believe the proposed exit financing with increased GM participation would not comply with conditions in the company's investment agreement between Delphi and the plan investors.

To clarify that GM's increased participation complies with the Plan and the investment agreement, and to require each of the Plan Investors to perform their obligations under the investment agreement, Delphi today filed a motion in the Bankruptcy Court seeking limited relief from the Court under section 1142 of the Bankruptcy Code with respect to the Plan, which was confirmed by the Court on Jan. 25, 2008.

Under Section 1142 of the Bankruptcy Code, bankruptcy courts may direct the debtor and any other necessary party to perform any act that is necessary for the consummation of a plan that has been confirmed by the Bankruptcy Court.

Delphi's lead plan investor has also agreed to extend from Mar. 31, 2008 to Apr. 5, 2008 the first date by which it could terminate the investment agreement with Delphi if the effective date of the Plan has not occurred, which would provide Delphi additional time to comply with closing conditions under the investment agreement. Delphi will file a Form 8-K with the Securities and Exchange Commission this afternoon containing additional details regarding the proposed exit financing, terms of the investment agreement and related matters.


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). Delphi's First Amended Joint Plan of Reorganization was confirmed on January 25, 2008 and the Confirmation Order confirming the plan became a final order on February 4, 2008.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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, including all of the documents referenced in this press release and other general information about the Chapter 11 cases, is available at

Information on the case can also be obtained on the Bankruptcy Court's website with Pacer registration: For more information about Delphi and its operating subsidiaries, visit Delphi's website at

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 debtor-in-possession financing facility and to obtain an extension of term or other amendments as necessary to maintain access to such 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; the ability of the Company to consummate its Amended Plan which was confirmed by the Court on January 25, 2008; 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 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, 2007, including the risk factors in Part I. 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.

Contact Information

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    Al VanDenBergh