Metaldyne Corporation Completes Sale of Substantially All of Its Assets to MD Investors Corporation

Plymouth, Mich. -- 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 SECregistered.

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 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 NÃ¼rnberg, 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 whollyowned subsidiary of Asahi Tec, a Shizuoka, Japanbased 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.

Metaldyne: www.metaldyne.com

Source: Metaldyne

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