DELPHI 2013 Annual Report Download - page 103

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11. DEBT
The following is a summary of debt outstanding, net of discounts of approximately $0 million and $4 million related to
the Tranche A Term Loan and the Tranche B Term Loan, defined below, as of December 31, 2013 and December 31, 2012:
December 31,
2013 December 31, 2012
(in millions)
Accounts receivable factoring............................................................................................. $ 1 $ 19
5.875%, senior notes, due 2019 .......................................................................................... 500 500
6.125%, senior notes, due 2021 .......................................................................................... 500 500
5.000%, senior notes, due 2023 .......................................................................................... 800 —
Tranche A Term Loan, due 2018......................................................................................... 564 567
Tranche B Term Loan, due 2017......................................................................................... — 772
Capital leases and other....................................................................................................... 47 106
Total debt ..................................................................................................................... 2,412 2,464
Less: current portion ........................................................................................................... (61)(140)
Long-term debt............................................................................................................. $ 2,351 $ 2,324
The principal maturities of debt, at nominal value follows:
Year
Debt and
Capital Lease
Obligations
(in millions)
2014 ................................................................................................................................................................ $ 61
2015 ................................................................................................................................................................ 47
2016 ................................................................................................................................................................ 55
2017 ................................................................................................................................................................ 44
2018 ................................................................................................................................................................ 403
Thereafter........................................................................................................................................................ 1,802
Total.............................................................................................................................................................. $ 2,412
Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership
interest holders, Delphi Corporation entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead arranger and
administrative agent (the “Original Credit Agreement”). The Original Credit Agreement provided for $3.0 billion in senior
secured credit facilities consisting of term loans (as subsequently amended from time to time, the “Tranche A Term Loan” and
the “Tranche B Term Loan,” respectively) and a revolving credit facility (as subsequently amended from time to time, the
“Revolving Credit Facility”). The Original Credit Agreement was amended and restated on each of May 17, 2011 (the “May
2011 Credit Agreement”), September 14, 2012 (the “2012 Credit Agreement”) and March 1, 2013. (The Original Credit
Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to
herein as the “Credit Agreement”). The May 2011 Credit Agreement, which was entered into simultaneously with the issuance
of senior unsecured notes in the amount of $1 billion (as more fully described below), reduced the total size of the senior
secured credit facilities to $2.4 billion. Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility
to $1.3 billion and the Tranche A Term Loan to $574 million and used the incremental proceeds to pay a portion of the cost of
acquiring MVL. On March 1, 2013, following the unsecured note issuance in February 2013 (as more fully described below),
the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million, the Revolving Credit
Facility was increased to $1.5 billion, and the terms of the Tranche A Term Loan and the Revolving Credit Facility were
extended to March 1, 2018. These resulted in the recognition of a loss on debt extinguishment of $39 million during the year
ended December 31, 2013. Approximately $14 million in issuance costs were paid in connection with the March 2013
amendment. Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $27
million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At
December 31, 2013, the Revolving Credit Facility was undrawn and Delphi had approximately $10 million in letters of credit
issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving
Credit Facility.