DELPHI 2012 Annual Report Download - page 118

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96
Membership Interests
In conjunction with the Acquisition on October 6, 2009, all outstanding shares of stock of the Predecessor were canceled
and Delphi Automotive LLP issued membership interests. On October 6, 2009, Delphi Automotive LLP and GM collectively
acquired substantially all of the assets of the Predecessor, the Class A, B and C membership interests were issued to GM,
certain investors, including former creditors of the Predecessor, and the PBGC, respectively, and the debt outstanding from the
debtor-in-possession (“DIP”) lenders was settled. The Class A and Class B membership interests entitled the holders to non-
controlling representation on Delphi Automotive LLP’s Board of Managers, and, along with Class C and Class E-1 membership
interests, entitled the holders to potential, future distributions by Delphi Automotive LLP.
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 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:
Class Members Membership
Interests Issued Date
Issued
Membership
Interests as of
December 31,
2010
Membership
Interests as of
December 31,
2009
(in millions)
A............................ GM 1,750,000 October 2009 $ 2,083 $ 1,969
B............................ DIP Lenders(1) 354,500 October 2009 2,816 2,406
C............................ PBGC 100,000 October 2009 646 539
E-1......................... Board of Managers 24,000 June 2010 5 —
Total $ 5,550 $ 4,914
(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 membership interests held by GM and 100,000 Class C
membership interests held by the PBGC 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.
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).
Class B Membership Interests Repurchase Program
In August 2011, Delphi Automotive LLP’s Board of Managers approved a repurchase program of Class B membership
interests. During the year ended December 31, 2011, 10,005 Class B membership interests were repurchased for a cumulative
cost of approximately $180 million at an average price per membership interests unit of $17,904. This was recorded as a
reduction to the carrying value of the Class B membership interests.