Jones Day advises Shiloh Industries, Inc. in Stock and Asset Purchase Agreement with Grouper Holdings
Jones Day is advising Shiloh Industries, Inc., an environmentally focused global supplier of lightweighting, noise and vibration solutions, in its stalking horse stock and asset purchase agreement with Grouper Holdings, LLC, a subsidiary of MiddleGround Capital LLC pursuant to which Grouper will acquire substantially all of the he Company’s assets, including the equity interests of certain of the Company’s direct and indirect subsidiaries for an aggregate consideration of $218 million in cash, subject to working capital and net debt adjustments, and assumption of certain liabilities of the Company.
To facilitate the transaction process, the Company and certain of its U.S. subsidiaries has filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Accordingly, the proposed transaction with Grouper is subject to higher or otherwise better offers, Court approval and other customary conditions.
The Company’s operating entities outside the U.S., while included in the agreement with Grouper, are not part of the court-supervised process, and its operations in Asia, Europe and Mexico are expected to continue as normal.
The Jones Day lawyer's team advising Shiloh is led by Tom Wearsch (Cleveland) and includes Ben Stulberg (Cleveland), Tim Hoffmann (Chicago), Brett Barragate (New York), Peter Zwick (Dallas), Dan Reynolds (Cleveland), and George Hunter (Cleveland).