DELPHI 2011 Annual Report Download - page 136

Table of Contents
The Class A and Class B members received their membership interests in consideration for $1,833 million and $209 million of cash, respectively. In
addition, the rights of the DIP lenders to receive certain assets of the Predecessor were assigned to Delphi Automotive LLP. These assets had a fair value of
$2,890 million determined in accordance with FASB ASC 805, Business Combinations. The PBGC interests were derived from negotiations between GM and
the PBGC with respect to the Predecessor's terminated U.S. pension plans. In June 2010, 24,000 Class E-1 membership interests were issued to Delphi
Automotive LLP's Board of Managers, under the Class E-1 Interest Incentive Plan in order to attract and reward board members and to promote the creation
of long-term value for interest holders of Delphi Automotive LLP. The fair value of the Class A, B and C membership interests issued on October 6, 2009
totaled $4,932 million, and was determined, as more fully described in Note 1. General, as follows:
(in millions)
Fair value of Predecessor assets acquired, net of liabilities assumed $ 2,890
Fair value of cash contributed by GM 1,833
Fair value of cash contributed by investors, including DIP lenders 209
Fair value of net assets acquired $ 4,932
The fair value of the membership interests issued on the Acquisition Date was allocated between the respective classes based on the distribution
provisions of the Second LLP Agreement. The distribution percentages varied by class of membership interest and by cumulative amount distributed, and,
between classes, were not related or proportional to the number of membership interests held.
The following table summarizes the membership interests issued:
Members
Membership
Interests Issued
Date
Issued
Membership
Interests as of
December 31,
2010
Membership
Interests as of
December 31,
2009
Allocation of
Fair Value of
Membership
Interests as of
the Acquisition Date
Class (in millions)
A GM 1,750,000 October 2009 $ 2,083 $ 1,969 $ 1,972
B DIP Lenders(1) 354,500 October 2009 2,816 2,406 2,418
C PBGC 100,000 October 2009 646 539 542
E-1 Board of Managers 24,000 June 2010 5 — —
Total $ 5,550 $ 4,914 $ 4,932
(1) Included a controlling equity stake for affiliates of Silver Point Capital and Elliot Management. Subsequent to October 6, 2009, Class B membership interests traded on the 144A market
and, therefore, the holders of Class B membership interests changed over time.
Class A and Class C membership interests redemption
On March 31, 2011, all 1,750,000 outstanding Class A and 100,000 Class C membership interests were redeemed for $3,791 million and $594 million,
respectively. In conjunction with the redemption transaction, Delphi Automotive LLP incurred transaction-related fees and expenses totaling approximately
$180 million, including amounts paid to certain membership interest holders. In addition, Delphi Automotive LLP obtained necessary consents to the
redemption of the Class A and Class C membership interests and modified and eliminated specific rights provided to these membership interest holders under
the Second LLP Agreement.
The amounts paid to redeem the outstanding Class A and Class C membership interests were $1,736 million in excess of the total recorded carrying
value of the Class A and Class C membership interests. The excess was reflected as a pro-rata reduction to the recorded carrying value of the remaining
membership interests (the Class B and Class E-1 membership interests).
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