DELPHI 2015 Annual Report Download - page 76

Table of Contents
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Accordingly, the Thermal Systems business has been classified as discontinued operations. Refer to Note 25.
Discontinued Operations to the audited consolidated financial statements contained herein for further disclosure related to the
Company's discontinued operations and the related assets and liabilities classified as held for sale. The disposal of the Thermal
Systems business is not expected to have a material impact on our liquidity or capital resources, and we do not anticipate
significant continuing involvement with the divested Thermal Systems business following the closing of the transactions.
Reception Systems—On July 31, 2015, Delphi completed the sale of its Reception Systems business, which was
previously reported within the Electronics and Safety segment, and received net cash proceeds of approximately $25 million.
The net sales of this business were approximately $55 million for the six months ended June 30, 2015.
Argentina Businesses—On April 21, 2015, Delphi completed the exit of its Electrical Wiring business located in
Argentina, which was previously reported within the Electrical/Electronic Architecture segment. Delphi recognized a loss on
the divestiture of this business of $14 million within cost of sales, which included a cash payment by Delphi to the buyer of $7
million. On December 10, 2015, Delphi completed the exit of its Electronics business located in Argentina, which was
previously reported within the Electronics and Safety segment. The net sales of this business in 2015 prior to the divestiture
were approximately $34 million. Delphi recognized a loss on the divestiture of this business of $33 million within cost of sales,
which included a cash payment by Delphi to the buyer of $7 million.
Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership
interest holders, Delphi Corporation (the "Issuer") entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead
arranger and administrative agent (the “Original Credit Agreement”), which 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. The
March 31, 2013 amendments resulted in the recognition of a loss on debt extinguishment of $39 million during the year ended
December 31, 2014. Approximately $14 million in issuance costs were paid in conjunction with the March 2013 amendment. In
conjunction with an unsecured note issuance in March 2014 (as more fully described below), Delphi repaid a portion of its
indebtedness on the Tranche A Term Loan, which resulted in the recognition of a loss on debt extinguishment related to this
repayment of approximately $1 million during the year ended December 31, 2014.
Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $13 million
are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At
December 31, 2015, the Revolving Credit Facility was undrawn and Delphi had approximately $8 million in letters of credit
issued under the Credit Agreement. The maximum amount drawn under the Revolving Credit Facility during the year ended
December 31, 2015 to manage intra-month working capital needs, and to fund a portion of the amount that was placed on
deposit for the acquisition of HellermannTyton, was $470 million. Letters of credit issued under the Credit Agreement reduce
availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Delphi Corporation’s option, at either (a) the Administrative Agent’s
Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted
LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table
below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:
December 31, 2015 December 31, 2014
LIBOR plus ABR plus LIBOR plus ABR plus
Revolving Credit Facility .................................................... 1.00% 0.00% 1.00% 0.00%
Tranche A Term Loan.......................................................... 1.00% 0.00% 1.00% 0.00%
The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit
ratings with the minimum interest level of 0.00% and maximum level of 2.25%. Accordingly, the interest rate will fluctuate