Oxford Unveils Restructuring Plan That Focuses on European Operations
* Restructuring Around Growing European Business * McCalla, Alabama Facility Sold * Negotiations Ongoing for Other U.S. Facilities * U.S. Subsidiaries Named in Chapter 11 Filing
TROY, Mich., Dec. 7 -- Oxford Automotive announced today a comprehensive fully funded restructuring plan for both its U.S. and European operations. The goal of this restructuring plan is to maximize the value of its U.S. operations while enabling Oxford to continue to focus on its successful European operations, which have exhibited strong profitability over the last several years and have a solid book of business. European operations, headed by Herve Guillaume, consist of stamping and assembly operations in France and Germany, and mechanisms operations in France and Turkey.
"Oxford's European operations have performed admirably despite difficult economic times," said David Treadwell, CEO of Oxford. "We are intent on growing that business."
Oxford's restructuring plan is based on discussions and an agreement-in- principle reached among Oxford, the ad hoc committee of its secured bondholders (holding over a majority of the face value of Oxford's secured bonds) and its equity holder. Pursuant to the consensual restructuring plan, Oxford's secured bondholders will receive the majority of the equity of a new holding company for the European entities. In addition, in order to facilitate a consensual and orderly restructuring, the plan will also provide Oxford's unsecured creditors with the opportunity to share in the equity of the new holding company or receive cash. No distributions will be made to the current equity holders. The restructuring plan also contemplates the sale of some or all of Oxford's North American assets. "Oxford is very pleased to have the support of our capital base," said Treadwell. "This new structure will allow Oxford Europe to continue to be a strong participant in the European supplier business."
McCalla, Ala. facility
Consistent with its restructuring plan, Oxford has closed on the sale of the McCalla, Ala. facility to Madrid-based Gestamp Corporation. The purchase price was not disclosed. Gestamp currently supplies several DaimlerChrysler commercial programs in Europe. This is Gestamp's first operation in the U.S. Gestamp will establish an executive office in Troy, Michigan to support its North American activities.
The 382,000-square-foot plant, which opened earlier this year, will supply complete underbody assemblies for the next-generation Mercedes M-class SUV, due this month, and the Grand Sports Tourer scheduled for mid-2005.
Proceeds from the sale were used to repay in full Oxford's senior lending facility. Terms of the sale included an escrow and other provisions that reduced the net cash at closing.
Chapter 11 filing
In addition, as a first step towards the formal implementation of its consensual restructuring plan, Oxford announced today that it has filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the Eastern District of Michigan. The filing includes Oxford's 11 subsidiaries in the United States. Simultaneously with the filing of its petitions, Oxford and its filing subsidiaries also filed a Chapter 11 plan and related disclosure statement.
To ensure continued liquidity through the reorganization period, Oxford has negotiated a debtor-in-possession financing package with certain lenders.
"The decision to file is necessary to protect Oxford's customers, suppliers and employees in the United States," said Treadwell. "We expect manufacturing operations to continue without interruption throughout the reorganization process, which includes the sale of some or all of our assets. We are committed to maximizing the value of Oxford for the benefit of all constituencies and protecting as many jobs as possible. We believe this comprehensive plan allows us to move in that direction."
Northern U.S. subsidiaries
In furtherance of its restructuring plan and as contemplated by Oxford's proposed Chapter 11 plan, Oxford is in negotiations relating to the sale of five of its northern U.S. plants. The potential sale relates to Oxford plants located in Corydon and Greencastle, Ind.; Lapeer and Prudenville, Mich.; and Canton, Miss. Oxford anticipates selling these plants during Oxford's Chapter 11 cases through a 363 sale process to ensure that Oxford receives the highest and best offer for the plants.
About Oxford
Oxford, with headquarters in Troy, Mich., is a leading Tier 1 supplier of specialized metal-formed systems, modules, assemblies, components and related services for the automotive industry. Oxford's primary products include structural modules and systems, exposed closure panels, suspension systems and vehicle opening systems, many of which are critical to the structural integrity and design of the vehicle. For more information, http://www.oxauto.com/ .
About Gestamp
Gestamp Corporation is a leading European Union multinational in the steel industry, automotive components and logistics. Its three large industrial divisions are Gonvarri, Gestamp Automocion, and Esmena. Gestamp has facilities in 12 countries located in the EU and Mercosur. In 2003, Gestamp sales were over 2,100 million euros and it employed more than 10,000 people. http://www.gestamp.com/
Forward-Looking Statements
This press release includes statements that constitute forward-looking statements, as that term is defined by the federal securities laws. These statements often include words such as "believe," "expect," "preliminary," estimate," "intend," "anticipate, "plan," "project" or other similar expressions. All forward-looking statements involve risk and uncertainties and there can be no assurances that actual results will not materially differ from expected results. You should not place undue reliance on these statements as they only speak as of the date of this press release.
Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this press release include general economic conditions in the markets in which we operate, industry-based factors, and factors more specific to us such as: (1) our ability to borrow under our debtor-in-possession credit facility; (2) the successful completion of our restructuring plan; (3) our ability to comply with the covenants and other provisions under our debtor-in-possession credit facility or the successful negotiation of any required covenant waivers and adjustments; (4) our ability to generate sufficient cash flow from operations to meet our liquidity needs; (5) uncertainty relating to any new program awards and launches; (6) our dependence on significant automotive customers; (7) our dependence on automotive industry conditions; (8) losses and costs associated with the liquidation through bankruptcy of our Canadian subsidiary; (9) the cyclical nature of the automotive industry; (10) instability in the global economy; (11) the risks associated with conducting substantially all of our business through our foreign subsidiaries, such as our ability to receive distributions from these foreign subsidiaries and foreign currency exchange fluctuations; (12) exposure to increased cost of purchased raw materials and components, such as steel; (13) our inability to reduce costs; labor costs and strikes at our major direct and indirect customers and at our facilities; (14) increased internal production by our automotive customers; (15) the level of competition in the automotive supply industry; (16) our inability to meet future capital requirements and the impact of any accounting review and the related issues on efforts to fund these requirements; (17) our exposure to environmental liabilities; (18) our inability to sell receivables; (19) our dependence on key personnel; (20) unexpected interruptions at any of our manufacturing facilities due to equipment failures or delays in deliveries from vendors; and (21) our exposure to product liability and warranty claims.