DELPHI 2015 Annual Report Download - page 78

Table of Contents
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proceeds received from the issuance of the 2014 Senior Notes, as defined below. In March 2015, Delphi redeemed for cash the
entire $500 million aggregate principal amount outstanding of the 6.125% Senior Notes, financed by a portion of the proceeds
from the issuance of the 2015 Euro-denominated Senior Notes, as defined below. As a result of the redemptions of the 2011
Senior Notes, Delphi recognized losses on debt extinguishment of approximately $52 million during the year ended
December 31, 2015 and $33 million during the year ended December 31, 2014.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013
Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term
loan indebtedness under the Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the
2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the
close of business on February 1 or August 1 immediately preceding the interest payment date.
On March 3, 2014, Delphi Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured
notes due 2024 (the "2014 Senior Notes") in a transaction registered under the Securities Act. The 2014 Senior Notes were
priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem the
5.875% Senior Notes and to repay a portion of the Tranche A Term Loan. Delphi paid approximately $6 million of issuance
costs in connection with the 2014 Senior Notes. Interest is payable semi-annually on March 15 and September 15 of each year
to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.
On March 10, 2015, Delphi Automotive PLC issued €700 million in aggregate principal amount of 1.50% Euro-
denominated senior unsecured notes due 2025 (the “2015 Euro-denominated Senior Notes”) in a transaction registered under
the Securities Act. The 2015 Euro-denominated Senior Notes were priced at 99.54% of par, resulting in a yield to maturity of
1.55%. The proceeds were primarily utilized to redeem the 6.125% Senior Notes, and to fund future growth initiatives, such as
acquisitions, and share repurchases. Delphi incurred approximately $5 million of issuance costs in connection with the 2015
Euro-denominated Senior Notes. Interest is payable annually on March 10. The Company has designated the 2015 Euro-
denominated Senior Notes as a net investment hedge of the foreign currency exposure of its investments in certain Euro-
denominated subsidiaries. Refer to Note 17. Derivatives and Hedging Activities to the audited consolidated financial statements
contained herein for further information.
On November 19, 2015, Delphi Automotive PLC issued $1.3 billion in aggregate principal amount of senior unsecured
notes in a transaction registered under the Securities Act, comprised of $650 million of 3.15% senior unsecured notes due 2020
(the "3.15% Senior Notes") and $650 million of 4.25% senior unsecured notes due 2026 (the "4.25% Senior Notes")
(collectively, the “2015 Senior Notes”). The 3.15% Senior Notes were priced at 99.784% of par, resulting in a yield to maturity
of 3.197%, and the 4.25% Senior Notes were priced at 99.942% of par, resulting in a yield to maturity of 4.256%. The proceeds
were primarily utilized to fund a portion of the cash consideration for the acquisition of HellermannTyton, as further described
in Note. 20. Acquisitions and Divestitures to the audited consolidated financial statements contained herein, and for general
corporate purposes, including the payment of fees and expenses associated with the HellermannTyton acquisition and the
related financing transaction. Delphi incurred approximately $8 million of issuance costs in connection with the 2015 Senior
Notes. Interest on the 3.15% Senior Notes is payable semi-annually on May 19 and November 19 of each year to holders of
record at the close of business on May 4 or November 4 immediately preceding the interest payment date. Interest on the 4.25%
Senior Notes is payable semi-annually on January 15 and July 15 of each year to holders of record at the close of business on
January 1 or July 1 immediately preceding the interest payment date.
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain
restrictive covenants, including with respect to Delphi’s (and Delphi’s subsidiaries) ability to incur liens, enter into sale and
leaseback transactions and merge with or into other entities. As of December 31, 2015, the Company was in compliance with
the provisions of all series of the outstanding senior notes.
The 2013 Senior Notes and 2014 Senior Notes issued by Delphi Corporation are fully and unconditionally guaranteed,
jointly and severally, by Delphi Automotive PLC and by certain of Delphi Automotive PLC's direct and indirect subsidiaries
which are directly or indirectly 100% owned by Delphi Automotive PLC, subject to customary release provisions (other than in
the case of Delphi Automotive PLC). The 2015 Euro-denominated Senior Notes and 2015 Senior Notes issued by Delphi
Automotive PLC are fully and unconditionally guaranteed, jointly and severally, by certain of Delphi Automotive PLC's direct
and indirect subsidiaries (including Delphi Corporation), which are directly or indirectly 100% owned by Delphi Automotive
PLC, subject to customary release provisions.