Delphi Corporation (PBGC)

October 9, 2009

      Compass Advisers, LLP ("Compass") acted as financial advisor to the Pension Benefit Guaranty Corporation ("PBGC"), an agency of the U.S. government, in the Chapter 11 reorganization of  Delphi Corporation ("Delphi"), the fifth largest bankruptcy in the history of the United States at that time.

      Delphi, the nation's largest automotive parts maker when it was spun off by General Motors in 1999, had an extremely complicated four-year stay in bankruptcy protection.  A financial advisor was needed to advise and negotiate on PBGC's behalf with Delphi and other parties-in-interest regarding six pension plans that were sponsored by Delphi and insured by PBGC.  PBGC had a contingent claim in the Delphi bankruptcy in excess of $6 billion in pension underfunding, and hired Compass to help mitigate the risk of this claim to PBGC's pension insurance program, and also to negotiate solutions to the Delphi bankruptcy that, optimally, would facilitate the transfer of one or more of Delphi's pension plans to General Motors.

      During Compass' 3+ year tenure as advisor to PBGC, our professionals worked diligently to maximize the agency's recoveries, advising on value, options available regarding debtor and non-debtor assets, strategy, action plans and tactics.  Compass identified potential ROW ("Rest of World", or non-debtor entities) lien opportunities, bringing these to PBGC along with a road map depicting how to track future opportunities including a color-coded corporate organization chart that made it easy for counsel to identify appropriate targets.  In addition, we obtained schedules of intercompany transfers to ensure all replacement lien opportunities were identified.

      Compass also successfully negotiated with members of the Official Committee of Unsecured Creditors and their professionals, as well as with Delphi and their professionals, on the transfer of $3.4 billion in pension liabilities to General Motors Corporation (of which $2.4 billion was transferred), announced by PBGC on September 12, 2008.  Delphi exited Chapter 11 on October 6, 2009, unfortunately too late to have the contractually-agreed balance of $1 billion transferred.