UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :

February 19, 2015
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Delphi Automotive PLC
(Exact name of registrant as specified in its charter)
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Jersey	001-35346	98-1029562	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(IRS Employer
Identification No.)	

	
			
 	Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom	 	
 	(Address of Principal Executive Offices)(Zip Code)	 	
(Registrant’s Telephone Number, Including Area Code)  011-44-163-423-4422
(Former Name or Former Address, if Changed Since Last Report)  N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

		
Item 8.01	Other Events.	

On February 19, 2015, Delphi Automotive PLC, together with its subsidiaries (the “Company”) issued a press release announcing that the Company has entered into a definitive agreement to sell its Thermal Systems business to MAHLE Behr GmbH & Co. KG. A copy of the press release is attached as Exhibit 99.1.

	
		
Item 9.01	Financial Statements and Exhibits.	

(d)  Exhibits.

	
		
Exhibit	 	
Number	Description	
 	 	
99.1	Press Release dated February 19, 2015	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
					
Date:	February 19, 2015	 	DELPHI AUTOMOTIVE PLC	
 	 	 	 	
 	 	 	By:	/s/ David M. Sherbin	
 	 	 	 	David M. Sherbin	
 	 	 	 	Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer	

EXHIBIT INDEX

		
Exhibit	 	
Number	Description	
 	 	
99.1	Press Release dated February 19, 2015	

Exhibit 99.1

Delphi Announces Definitive Agreement to Sell
Thermal Business to MAHLE

GILLINGHAM, England - Feb. 19, 2015 - Delphi Automotive PLC (NYSE: DLPH) today announced that it has entered into a definitive agreement to sell its wholly-owned thermal business to MAHLE GmbH for cash consideration of approximately $727 million, subject to closing adjustments, which represents an implied EV/LTM EBITDA multiple of approximately 9.5x. The transaction is expected to close in the third quarter of 2015, subject to regulatory approvals. Proceeds from the transaction will be used to fund growth initiatives, including acquisitions and share repurchases.

Delphi and MAHLE also signed a separate letter of intent to sell Delphi’s stake in Shanghai Delphi Automotive Air-Conditioning System Co., Ltd. Proceeds from this transaction will be in addition to the $727 million paid for the wholly-owned operations.

“This agreement represents a great outcome for both Delphi and our Thermal division,” said Rodney O’Neal, Delphi’s chief executive officer and president. “The transaction positions Delphi with a more focused high - growth product portfolio that addresses the trends of safe, green and connected. The acquisition of the business by MAHLE, a leading global supplier of thermal systems, ensures continued industry-leading service to our customers and stability for our employees.”

Delphi’s Thermal division had 2014 revenues of $1.6 billion, with approximately 6 , 700 employees and 13 plants globally. The results of operations of the Thermal division business will be reported as discontinued operations beginning in the first quarter of 2015.

“The acquisition of Delphi’s Thermal division enhances our good position in the thermal market,” said Prof. Heinz K. Junker, MAHLE chairman of the Management Board and chief executive officer. “The transaction extends our production footprint in Europe, North America, and Asia and further strengthens our product range and systems competence-particularly with air conditioning compressors . This step represents the continued strategic progression for MAHLE.”

Added O’Neal: “Under MAHLE ownership, Delphi Thermal will become part of a leading systems supplier in the thermal industry, better positioned to serve customers with a global footprint and industry-leading technology portfolio. The business is a good strategic fit for MAHLE, which will benefit our Thermal customers and our Thermal employees . ”

Barclays is serving as Delphi’s financial advisor and Latham & Watkins LLP is serving as its legal counsel.
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About Delphi
Delphi Automotive PLC (NYSE: DLPH) is a leading global supplier of technologies for the automotive and commercial vehicle markets. Headquartered in Gillingham, U.K., Delphi operates major technical centers, manufacturing sites and customer support services in 33 countries. Delphi delivers innovation for the real world with technologies that make cars and trucks smarter and safer as well as more powerful and efficient. Visit www.delphi.com.

Investor Contact :
Jessica Holscott
VP Investor Relations
203.564.3696

Media Contact:
Claudia Tapia
VP Communications
248.961.0961

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