HHI Holdings LLC, a portfolio company of KPS Capital Partners, has completed its acquisition of the assets of FormTech Industries LLC, via a prepackaged bankruptcy process. FormTech makes forged metal automotive components, and employes around 400 people in Michigan and Ohio.
KPS Capital Partners, LP (“KPS”) today announced that its portfolio company, Hephaestus Holdings, Inc. (“HHI”), has completed the acquisition of substantially all the assets of FormTech Industries, LLC (“FormTech”) through an indirect, wholly-owned subsidiary. HHI acquired FormTech free and clear of substantially all liens, claims, encumbrances and interests through an auction conducted as part of a sale process under Section 363 of the United States Bankruptcy Code. The U.S. Bankruptcy Court for the District of Delaware approved the transaction on October 1, 2009.
With this acquisition, HHI becomes the largest independent manufacturer of forged parts and the leading manufacturer of wheel bearings for the North American automotive industry. HHI acquired substantially all of the forging assets of FormTech located in Royal Oak, Fraser, Detroit and Troy, Michigan; Minerva, Ohio; and Tonawanda, New York.
Created by KPS in September 2005, HHI was built through a series of acquisitions of formerly underperforming businesses, or assets operating under Chapter 11 of the U.S. Bankruptcy Code, including Jernberg Forge, Iron Mountain Forge, Impact Forge, Omni Forge and Net Forge. HHI also created a new subsidiary, Kyklos Bearing International, Inc., to acquire the North American wheel bearings business of Delphi Corporation in April 2008. HHI now operates twelve manufacturing facilities, located in four states, and employs over 2,000 people.
Michael G. Psaros, a Managing Partner of KPS, said, “KPS created HHI, in partnership with George Thanopoulos, to consolidate the North American automotive forging industry. That objective is now accomplished. We congratulate HHI, its management team and employees for achieving financial success, significant customer and product diversification, and continued growth throughout the recent historic collapse of the automotive industry. HHI’s management team has now successfully completed a series of extremely ambitious turnarounds in a tough, globally competitive industry, positioning the company in every respect to capitalize on the eventual industry recovery. KPS looks forward to funding HHI’s expansion into Europe and Asia in the immediate future, leveraging the company’s North American asset base, customer relationships, and industry leading metalworking technology and expertise, while remaining open to further opportunistic acquisitions in North America.”
George Thanopoulos, Chief Executive Officer of HHI, said, “With the acquisition of FormTech, HHI now offers the broadest array of forging processes in the industry and has the largest collection of horizontal hot formers worldwide. The success of HHI is the result of the enormous effort expended by our management team and employees. By focusing on product quality, on-time delivery, best-in-class operating excellence, world-class technology and capital investment, we have created North America’s market leader. We are deeply grateful to our customers and suppliers for their critical contributions.”
The support of the United Auto Workers and United Steelworkers, which represent the vast majority of FormTech’s hourly workforce, was critical to the success of the acquisition. The Unions ratified new transformative collective bargaining agreements with HHI prior to completion of the transaction.
HHI was represented by Proskauer Rose LLP, Jenner & Block LLP, and Spilman Thomas & Battle, PLLC.
About KPS Capital Partners, LP
KPS Capital Partners, LP is the manager of the KPS Special Situations Funds, a family of private equity funds with over $2.6 billion of committed capital focused on constructive investing in restructurings, turnarounds and other special situations. KPS has created new companies to purchase operating assets out of bankruptcy; established stand-alone entities to operate divested assets; and recapitalized highly leveraged public and private companies. The KPS investment strategy targets companies with strong franchises that are experiencing operating and financial problems. KPS invests its capital concurrently with a turnaround plan predicated on cost reduction, capital investment and capital availability. Typically, the KPS turnaround plan is accompanied by a financial restructuring of the company’s liabilities. The KPS investment strategy and portfolio companies are described in detail at the firm’s website: www.kpsfund.com.
About HHI Holdings, LLC
HHI Holdings, LLC (“HHI”), through its Jernberg Holdings, Inc., Impact Forge Group, Inc., HHI FormTech, LLC, and Kyklos Bearing International, Inc. (“KBI”) subsidiaries, is the largest independent manufacturer of forged parts and a leading manufacturer of wheel bearings for the North American automotive industry. Jernberg Holdings, Inc., Impact Forge Group, Inc., and HHI FormTech LLC, through their respective subsidiaries, manufacturer highly engineered symmetrical and asymmetrical forged parts for various power train and wheel-end applications. KBI is the leading producer of Gen III wheel bearings in North America. HHI is owned by KPS Capital Partners, LP and MC Capital Inc., a subsidiary of Mitsubishi Corp. Employing over 2,000 employees, HHI operates twelve manufacturing facilities located in the Illinois, Indiana, Michigan, and Ohio. For more information, please visit www.hhiforge.com and www.kbibearing.com.