TROY, Mich. – Delphi Corporation (PINKSHEETS: DPHIQ) announced today that it is working to finalize a Master Sale and Purchase Agreement with Platinum Equity regarding the sale of Delphi’s global steering and halfshaft business. Delphi announced in March 2006 that, while it recognized the steering business as strategic, it intended to explore a sale of the global steering business as part of its comprehensive transformation plan.
According to John Arle, Delphi vice president of treasury, mergers and acquisitions, “Delphi intends to finalize negotiations with Platinum Equity and, upon successful completion of a Master Sale and Purchase Agreement, to submit Platinum Equity as the lead bidder in a Bankruptcy Court Section 363 sale process.”
Details of the negotiations between Platinum Equity and Delphi will remain confidential until a Master Sale and Purchase Agreement is filed with the U.S. Bankruptcy Court.
Robert J. Remenar, Delphi vice president and Delphi Steering president, said, “Platinum Equity is a global acquisition firm with a reputation for solving problems and creating value in complex situations. Platinum’s team has an impressive record of acquiring portions of larger corporations and turning them into stand-alone businesses that are positioned for long-term success. They have indicated that they intend to focus on business continuity and growth as critical measures of a successful transition.”
Phil Norment, a partner and president of portfolio operations at Platinum Equity who is responsible for evaluating target acquisitions, said the firm is enthusiastic about the steering unit and anxious to work with its management team. “We believe that Platinum’s solutions-based approach to transition and operations is well-suited to establishing Delphi Steering as a successful stand-alone company,” Norment said. “We think the business has a solid foundation built on strong customer relationships, substantial intellectual capital, a skilled workforce and a strong management team led by Bob Remenar, whom we intend to continue to have lead the business as CEO,” Norment said. “All of those things will help secure the future for this business in a globally competitive automotive environment.”
Both Norment and Remenar noted the need for the steering business to address certain fundamental issues. They jointly recognize the key challenges, which include: ensuring that the steering and halfshaft business has global capacity in line with customers’ demands; accelerating overall cost reduction to improve the long-term health and stability of the business; and continuing to fund product and technology development.
In the United States, Platinum and Steering management have already engaged in preliminary discussions with UAW leadership. By working with Delphi’s key stakeholders, Remenar and Norment said they will seek joint solutions to the competitive challenges that will support a continued business presence in the United States.
“Both Platinum Equity and Delphi are committed to completing our discussions with key stakeholders as soon as possible,” Remenar said. “Delphi Steering is gaining tremendous momentum in the marketplace. We are securing new global business at record levels and attracting new customers. For the benefit of the business – and all who are associated with it – we are focused on moving through the sale process as quickly and efficiently as possible.”
In 2006, the Steering division achieved global business bookings of more than $3.4 billion, which is the second highest bookings year in the division’s 100-year history. In 2005, the division had global sales revenues of more than $2.6 billion.
Platinum Equity (www.platinumequity.com) is a global M&A&O® firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of business markets, including information technology, telecommunications, logistics, manufacturing and entertainment distribution. Since its founding in 1995 by Chairman and CEO Tom Gores, Platinum Equity has acquired more than 65 businesses with more than $15 billion in aggregate annual revenue at the time of acquisition.
Delphi Corp. (www.delphi.com) is a leading global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Engineered to meet and exceed the rigorous standards of the automotive industry, Delphi technology is also found in computing, communications, consumer electronics, energy and medical applications. Headquartered in Troy, Mich., Delphi has approximately 172,000 employees and operates 159 wholly owned manufacturing sites in 34 countries with sales of $26.9 billion in 2005. Delphi can be found on the Internet at www.delphi.com.
SAFE HARBOR STATEMENT
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. 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; 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 develop, 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; the Company’s ability to satisfy the terms and conditions of the Plan Framework Support Agreement (including the Company’s ability to achieve consensual agreements with GM and its U.S. labor unions on a timely basis that are acceptable to the Plan Investors in their sole discretion); 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, 2005 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 and the ability of the Company to attract and retain customers. Additional factors that could affect future results are identified in the Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC including the risk factors in Part I. Item 1A. Risk Factors, contained therein. 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 pre-petition 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 cautions equity holders that the stock may ultimately be determined to have no value. Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in Delphi’s common stock or other equity interests or any claims relating to pre-petition liabilities.