DELPHI 2015 Annual Report Download - page 75

Table of Contents
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Delphi financed the cash payment required to close the acquisition of HellermannTyton primarily with the net proceeds
received from the offering of $1.3 billion of 2015 Senior Notes, as further described below, with the remainder of the purchase
price funded with cash on hand that was received from the sale of the Company's Thermal Systems business, as further
described below. Prior to the transaction closing, in connection with the offer to acquire HellermannTyton in July 2015, £540
million ($844 million using July 30, 2015 foreign currency rates) was placed on deposit for purposes of satisfying a portion of
the consideration required to effect the acquisition.
Prior to the issuance of the 2015 Senior Notes, in connection with the offer to acquire HellermannTyton, on July 30,
2015, Delphi Automotive PLC and certain of its subsidiaries, certain financial institutions from time to time party thereto, as
lenders and Barclays Bank PLC, as administrative agent, entered into a Senior Bridge Credit Agreement (the "Senior Bridge
Credit Agreement"), pursuant to which the lenders thereunder agreed to provide a £550 million bridge term loan facility. The
Senior Bridge Credit Agreement was automatically terminated on November 19, 2015 in connection with the issuance of the
2015 Senior Notes, and unamortized issuance costs of $6 million associated with the agreement were written-off to other
income (expense), net. The Company did not draw on the Senior Bridge Credit Agreement.
Control-Tec—On November 30, 2015, Delphi acquired Control-Tec, LLC ("Control-Tec"), a leading provider of
telematics and cloud-hosted data analytics solutions, for a purchase price of $104 million due at closing, subject to certain post-
closing adjustments, with an additional cash payment of up to $40 million due upon the achievement of certain financial
performance metrics over a future 3-year period. As further described in Note 20. Acquisitions and Divestitures to the audited
consolidated financial statements contained herein, the acquisition was accounted for as a business combination, with the
operating results of Control-Tec included within the Company's Electronics and Safety segment from the date of acquisition.
The Company acquired Control-Tec utilizing cash on hand.
Ottomatika—On July 23, 2015, Delphi acquired Ottomatika, Inc. ("Ottomatika"), an automated vehicle system software
developer. The Company paid $16 million at closing, with additional cash payments totaling $11 million deferred over a period
of 3 years and additional contingent consideration of up to $5 million due upon the achievement of certain product
development milestones over a 3-year period. As further described in Note 20. Acquisitions and Divestitures to the audited
consolidated financial statements contained herein, the acquisition was accounted for as a business combination, with the
operating results of Ottomatika included within the Company's Electronics and Safety segment from the date of acquisition.
The Company acquired Ottomatika utilizing cash on hand.
Antaya—On October 31, 2014, Delphi acquired 100% of the share capital of Antaya Technologies Corporation
("Antaya"), a leading manufacturer of on-glass connectors to the global automotive industry for approximately $151 million.
The Company paid $140 million at closing, with an additional cash payment of up to $40 million due upon the achievement of
certain financial performance metrics over a future 3-year period ending October 31, 2017. As further described in Note 20.
Acquisitions and Divestitures to the audited consolidated financial statements contained herein, the acquisition was accounted
for as a business combination, with the operating results of Antaya included within the Company's Electrical/Electronic
Architecture segment from the date of acquisition. The Company acquired Antaya utilizing cash on hand.
Unwired—On October 1, 2014, Delphi acquired 100% of the equity interests of Unwired Holdings, Inc. ("Unwired"), a
media connectivity module supplier to the global automotive industry, for $191 million, net of approximately $19 million for
acquired cash, excess net working capital and certain tax benefits. As further described in Note 20. Acquisitions and
Divestitures to the audited consolidated financial statements contained herein, the acquisition was accounted for as a business
combination, with the operating results of Unwired included within the Company's Electrical/Electronic Architecture segment
from the date of acquisition. The Company acquired Unwired utilizing cash on hand.
Divestitures
Thermal Systems—On June 30, 2015 the Company closed the sale of its wholly owned Thermal Systems business to
MAHLE GmbH ("MAHLE"). The Company received net cash proceeds of approximately $660 million and recognized an
after-tax gain on the divestiture of $271 million. Consideration associated with the divestiture remains subject to post-closing
adjustments, primarily related to working capital. Proceeds received from the sale were used to fund future growth initiatives,
including acquisitions, as well as share repurchases. Delphi and MAHLE also entered into a separate letter of intent for the sale
of Delphi's 50 percent interest in its Shanghai Delphi Automotive Air Conditioning ("SDAAC") joint venture. Subsequently,
one of Delphi's joint venture partners, Shanghai Aerospace Automobile Electromechanical Co., Ltd ("SAAE"), notified Delphi
that it was exercising its right of first refusal to purchase Delphi's interest, and in October 2015, Delphi and SAAE entered into
a definitive agreement for the sale of Delphi's SDAAC interest. The sale is expected to close in the first half of 2016, subject to
customary regulatory and other approvals, and the Company expects to receive proceeds of approximately $100 million.
On September 24, 2015, the Company closed the sale of its 50 percent interest in its KDAC joint venture, which was
accounted for under the equity method and was principally reported as part of the Thermal Systems segment, to the joint
venture partner for net cash proceeds of $70 million. During the year ended December 31, 2015, the Company recorded a net
loss of $41 million on the KDAC divestiture within income from discontinued operations.