New Powertrain-Focused Metaldyne Formed by Sale to MD Investors
PLYMOUTH, Mich., Oct. 16 /PRNewswire/ -- Metaldyne Corporation announced today
it has completed the sale of substantially all of its assets to MD Investors
Corporation.
MD Investors purchased certain assets related to Metaldyne's Sintered
Products, Vibration Controls Products, European Forging Products and
Powertrain Products Groups, including its balance shaft module, driveline
machining and assembly, and tubular products operations. In addition, certain
chassis-related assets were acquired.
The purchase was made under a court supervised 363 auction process. MD
Investors paid approximately $40 million in cash subject to adjustments under
the asset purchase agreement, plus the assumption of certain debt and
liabilities, and credit bid more than $425 million of secured term debt. The
new company will operate under the name Metaldyne, LLC.
"These Metaldyne operations have solid product portfolios, advanced
technologies, and an experienced workforce," said Shary Moalemzadeh of MD
Investors. "We have created a powertrain-focused company that will be a
stable supplier to the global automotive industry, which we believe will
benefit Metaldyne's customers and other stakeholders."
MD Investors was formed by a group of Metaldyne's existing term lenders led by
The Carlyle Group, one of the largest global private equity firms with just
over $85 billion of assets under management, and Solus Alternative Asset
Management LP, a SEC-registered investment advisor.
The sale process began in connection with Metaldyne and its U.S. subsidiaries
filing for protection under Chapter 11 of the U.S. Bankruptcy Code on May 27,
2009. Under U.S. bankruptcy law, a 363 sale allows a sale of assets on a
going concern basis prior to confirmation of a plan of reorganization where a
good business reason exists.
"The sale of our best performing businesses was the foundation of our
restructuring goals for Metaldyne's operations through the Chapter 11 process,
and I am very pleased with the leadership MD Investors exhibited to bring this
transaction to closure," said Thomas A. Amato, chairman, president and CEO of
Metaldyne, LLC. "The strong support of our customers globally is a testament
to the technology of our products and processes, and the dedication of our
employees. On behalf of all of the employees of the new Metaldyne we look
forward to a fresh start and new beginning."
The following operations are included in the sale:
-- Metaldyne's Sintered Products operations, including North Vernon
Indiana; Ramos Arizpe, Mexico; Ridgway, Pennsylvania; St. Marys,
Pennsylvania; Valencia, Spain; Indaiatuba, Brazil, and Warren,
Michigan.
-- Metaldyne's European Forging operations, including Zell, Germany;
Oslavany, Czech Republic, and Nurnberg, Germany
-- The Vibration Controls Products plants in Lyon, France, Litchfield,
Michigan, Barcelona, Spain; Halifax, UK; Suzhou, China, and a joint
venture in Jamshedpur, India;
-- The driveline machining and assembly operation in Bluffton, Indiana;
-- The balance shaft module operations, located in Pyeongtaek, Korea and
Fremont, Indiana.
-- The tubular products operations housed in Hamburg, Michigan
-- The chassis operations in Edon, Ohio; Barcelona, Spain, and
Iztapalapa,
Mexico
-- Commercial and R&D locations in Plymouth, Michigan; Dieburg, Germany,
and Tokyo, Japan
The aluminum die casting and valve body plant in Twinsburg, Ohio, is still
under consideration for the sale. Subject to a purchase agreement amendment,
MD Investors has an option period to make a final decision on the inclusion of
this plant while various site-specific details are addressed.
Metaldyne's operations in New Castle, Indiana, Greensboro, N.C., Middleville,
Michigan, Niles, Illinois, and Thamesville, Ontario, Canada, were not included
in the sale. The Greensboro, Niles, Middleville and Thamesville plants will
be closed by the end of this year, and New Castle closed on August 31.
Metaldyne and its U.S. subsidiaries filed for bankruptcy primarily as a result
of excess leverage and the resulting interest expenses, plus excessive pension
and lease costs, all of which resulted in strained liquidity by the unusually
low production volumes in the North American automotive industry. The filing
did not include the company's non-U.S. entities or operations. To operate in
Chapter 11, Metaldyne received a debtor-in-possession (DIP) facility, which
was funded by certain of Metaldyne's OEM customers.
Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a Shizuoka,
Japan-based chassis and powertrain component supplier in the passenger
car/light truck and medium/heavy truck segments. Asahi Tec is listed on the
Tokyo Stock Exchange.
For access to certain court documents and other information about Metaldyne's
Chapter 11 case, please visit www.metaldynerestructuring.com.
About Metaldyne
Metaldyne is a leading global designer and supplier of metal based components,
assemblies and modules for transportation related powertrain applications
including engine, transmission/transfer case, driveline, and noise and
vibration control products to the motor vehicle industry. The new Metaldyne
company has approximately $650 million in revenue with 26 facilities in 12
countries. For more information go to www.metaldyne.com.
Forward Looking Statement
This press release contains statements that are not statements of historical
fact, but instead are forward-looking statements, as that term is defined by
the federal securities laws. We caution readers not to place undue reliance on
these forward-looking statements, which reflect management's expectations,
estimates and assumptions based on information available as of the date
hereof. Important factors that could cause actual results to vary materially
from those expressed or implied by the forward-looking statements are set
forth in our Annual Report on the Equivalent of Form 10-K for the fiscal year
ended March 31, 2008 and our subsequent Quarterly Reports, and include:
declining financial condition of our customers; risks associated with the
condition of our suppliers and subsequent availability of product; adequacy of
our liquidity to meet our obligations and grow our business; seasonal
fluctuations in our business and impact on working capital; our industry's
cyclicality and dependence on general economic conditions; affordability of
raw materials and components; inability to quickly replace any diminished or
lost business due to the length of the sales process; risks related to
termination for convenience provisions in certain of our customers' purchase
orders and unanticipated cancellation of programs by our customers; costs
could potentially exceed estimates used in pricing our products; our employee
benefit obligations may negatively impact future liquidity; risks related to
international sales; inability to protect our intellectual property rights;
environmental compliance obligations and liabilities; inability to meet
obligations for any product liability and warranty claims; unanticipated labor
stoppages at our facilities or those of our customers; general economic
conditions in the market sector in which we operate, including continued
volume deterioration of our top three customers, changes in interest rates or
foreign currency exchanges; impact of the global financial crisis on our
business and liquidity; and potential consolidation, loss or insolvency of our
customers. We do not intend or assume any obligation to update any of these
forward-looking statements.
SOURCE Metaldyne
Marge Sorge, +1-734-578-6507
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