DELPHI 2014 Annual Report Download - page 129

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related to a business interruption insurance claim, and received proceeds from this settlement of approximately $14 million, net
of related costs and expenses.
During the year ended December 31, 2013, Delphi amended its Credit Agreement and repaid the entire balance of the
Tranche B Term Loan from the Original Credit Agreement, resulting in a loss on extinguishment of debt of $39 million.
During the year ended December 31, 2012, Delphi incurred approximately $13 million in transaction costs related to the
acquisition of MVL that was completed in October 2012.
20. ACQUISITIONS AND DIVESTITURES
Acquisition of Antaya Technologies Corporation
On October 31, 2014, the Company acquired 100% of the share capital of Antaya Technologies Corporation (“Antaya”), a
leading manufacturer of on-glass connectors to the global automotive industry for an estimated transaction value of
approximately $151 million. Antaya has a global footprint with locations in Asia, Europe and North America. 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 3-year period ending October 31, 2017. The range of the undiscounted amounts the
Company could be required to pay for this earn-out payment is between $0 and $40 million. The Company determined the fair
value of the liability for the contingent consideration based on a probability-weighted discounted cash flow analysis using a
rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and
representative of market participant assumptions. Any future changes to the fair value of the contingent consideration will be
determined each period and recorded to Other income (expense) in the consolidated statement of operations. As of the closing
date of the acquisition, the contingent consideration was assigned a preliminary fair value of approximately $11 million, and
was classified within Other long-term liabilities in the consolidated balance sheet at December 31, 2014. The results of
operations of Antaya have been included in the accompanying consolidated statements of operations from the date of
acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary
basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the
acquired net assets of Antaya based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration......................................................................................................................... $ 140
Purchase price, fair value of contingent consideration .......................................................................................... 11
Total purchase price........................................................................................................................................... $ 151
Definite-lived intangible assets.............................................................................................................................. $ 75
Other assets purchased and liabilities assumed, net............................................................................................... (17)
Identifiable net assets acquired.......................................................................................................................... 58
Goodwill resulting from purchase.......................................................................................................................... 93
Total purchase price allocation.......................................................................................................................... $ 151
Intangible assets include amounts recognized for the fair value of customer-based and technology-related assets, and will
be amortized over their useful lives of approximately 14 years. The fair value of these assets was generally estimated utilizing
income and market approaches. The Company acquired Antaya utilizing cash on hand.
The purchase price and related allocation could be revised as a result of adjustments made to the purchase price,
additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities and certain tax
attributes.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period
presented, and as a result no pro forma financial statements were presented.
Acquisition of Unwired Holdings, Inc.
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 $190 million, net of approximately $19 million for acquired
cash, excess net working capital and certain tax benefits, which are subject to certain post-closing adjustments. The results of