Firm Represents Collective of Tranche C Lenders in $3.25 Billion Credit Bid For, And Restructuring of, Delphi Corporation

October 19, 2009

Delphi Holdings LLP completes acquisition of substantially all of Delphi Corporation’s global core businesses as part of the consummation of the Delphi Corporation Modified Plan of Reorganization. 

It was recently announced that Delphi Holdings LLP completed the acquisition of substantially all of Delphi Corporation’s global core businesses as part of the consummation of the Delphi Corporation Modified Plan of Reorganization. Willkie provided an inter-disciplinary and multinational approach in assisting the Collective of Tranche C Lenders in receiving substantial value for their debtor-in-possession loans to Delphi. In December of 2008, the Tranche C Loans (which were subordinated debtor in possession financing) were effectively shut-out of the restructuring process through an accommodation agreement that effectively extended the maturity of their loans without their consent.

Willkie corporate, bankruptcy and financing teams assisted the Collective in blocking a plan that would have paid them only $.10 on the dollar and in acquiring effective control of the DIP facility. Once that control was obtained, Willkie led the successful $3.25+ billion credit bid to acquire a substantial portion of the Delphi business. That credit bid "topped" an already signed deal between Delphi and bidders backed by the U.S. Treasury Department in a bankruptcy court auction. The Willkie team then coordinated the negotiation and closing of a complicated series of transactions in over 30 countries that resulted in the global steering business and certain U.S. manufacturing assets being sold to General Motors, certain assets retained by reorganized Delphi, and the balance of the Delphi operations purchased by a newly formed entity owned by General Motors and the former Delphi DIP Lenders. During the course of the Willkie representation, the market value of the loans under the Delphi DIP facility increased by approximately $1 billion.

The matter was handled by a multidisciplinary team at Willkie, including:  Bankruptcy: partners Marc Abrams, Michael Kelly and Shelley Chapman, and associates Elizabeth Horowitz and Jessica Etra;  Corporate: partners Maurice Lefkort, Jeffrey Hochman, Michael Zinder and William Dye, and associates Jeffrey Goldfarb, Matthew Rizzo, Kenneth Sicklick, Sean Ewen, Ameesha Hosmane, Stephen O’Connor, Jonathan Reich, Steven Poliner, Jennifer Wade and Tonisha Calbert; Tax: partners Richard Reinhold and Hillel Jabobson; Benefits: partner David Rubinsky, special counsel Peter Allman, and associate Jordan Messinger; Environmental: partner E. Donald Elliott, and associates Kevin Klesh and Bret Cohen; Litigation: partners Richard Mancino and Christopher St. Jeanos, and associates Jaclyn Greenstein, Jaime Lavin, Alison Levine and Meghan Silhan; Real Estate: associates Debra Sapp and Menna Tesfatsion. Assistance was also provided by partners Eduardo Fernandez and Alexandra Bigot, and associate Gregoire Finance from the firm’s Paris office.