When Delphi Automotive plc tapped Davis Polk & Wardwell’s Michael Kaplan at the end of 2010 to help it go public, Kaplan knew that the company would face some unusual hurdles. Davis Polk (though not Kaplan) had represented the banks that financed Delphi during its bankruptcy from 2005 to 2009, so he was familiar with the company’s struggles. Kaplan also knew that nothing in Delphi’s recent history had been easy, and that the auto part maker’s IPO would be no exception.
Bankruptcy had left the company with baggage, including a byzantine and unwieldy governance and capital structure. Some 200 stakeholders held four distinct classes of shares in an uneasy partnership. “The capital structure was about as screwy as it gets,” Kaplan says.
