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Published on 1/16/2008 in the Prospect News Distressed Debt Daily.

Delphi agrees to changes in interiors and closures business sale closing conditions

By Caroline Salls

Pittsburgh, Jan. 16 - Delphi Corp. has reached an agreement with Inteva Products LLC that will allow Delphi to close the sale of its interiors and closures business, according to a Tuesday filing with the U.S. Bankruptcy Court for the Southern District of New York.

As previously reported, Inteva bought the interiors and closures business for $106 million.

Under the agreement, Inteva and Delphi have agreed to modify the payment structure under the sale agreement and waive some of the buyer's closing conditions.

According to the motion, the sale price originally was comprised of an $80 million preliminary purchase price, which was to be paid at closing, and a $26 million post-closing payment.

However, in December, Inteva raised some concerns that could have affected the dale closing, but Delphi claimed the buyer was obligated to close the sale despite those concerns.

Under the agreement, the preliminary purchase price will be lowered to $62.5 million, with the balance of the preliminary purchase price to be paid through a promissory note.

The promissory note will accrue interest at Libor plus 400 basis points, capped at 9% annually.

A total of $1 million of the promissory note will be paid on the first anniversary of the closing; $1 million on the second anniversary of the closing; $5 million on the third anniversary of the closing; $5 million on the fourth anniversary of the closing; and $5.5 million on the fifth anniversary of the closing.

A hearing is scheduled for Jan. 25.

Delphi, a Troy, Mich.-based automotive electronics manufacturer, filed for bankruptcy on Oct. 8, 2005. Its Chapter 11 case number is 05-44481.


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