Commences Chapter 11 Process to Facilitate Sale of North American Business; Engaged in Advanced Discussions with Multiple Potential Buyers
Long-Time Lenders to Acquire, Fund and Support EMEA and Asia-Pacific Business; These Operations Not Included in Chapter 11 Proceedings
Secures $40 Million of Debtor-in-Possession Financing to Support Ongoing Operations in North America; Continues to Serve Customers as Usual During Court-Supervised Sale Process
MILTON, Ga., May 19, 2020 -- Exide Technologies (“Exide” or the “Company”), a global provider of stored energy solutions, today announced a comprehensive strategy to best position its businesses in North America, EMEA, and Asia-Pacific to benefit its employees, customers, suppliers, and other stakeholders across the globe. This strategy is designed to restore the Company’s liquidity, which had deteriorated further as a result of the unprecedented global health and economic impact of the COVID-19 pandemic, while the Company pursues a sale of its assets.
To facilitate a value-maximizing sale of its North America, EMEA, and Asia-Pacific businesses and further advance ongoing discussions with potential buyers, the Company and certain of its U.S. subsidiaries have filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.
The Company has separately reached an agreement to sell its EMEA and Asia-Pacific business to an ad hoc group of its noteholders, subject to certain conditions outlined in the transaction documents, and subject to higher or better offers. This business is not included in the Chapter 11 proceedings and continues to operate as usual.
“Today’s actions are intended to position our businesses around the world for future growth and profitability while also providing the greatest benefit to our employees, customers, and other stakeholders,” said Tim Vargo, Chairman, President, and Chief Executive Officer of Exide. “Our Board of Directors determined that, given the continued, unsustainable impact on our cost structure resulting from legacy liabilities in North America, and in light of the global economic COVID-19 slowdown that has amplified these pressures, a sale of our North American operations through a court-supervised process provides the best opportunity to continue delivering high-quality energy storage solutions and service to our customers.
“We believe this is an attractive business, and we are already advanced in a robust marketing process that includes active engagement with a number of potential strategic and financial buyers,” Vargo continued. “We are pleased with the interest to date and look forward to continued discussions about new ownership that will drive forward our businesses in North America, EMEA, and Asia-Pacific. I’d like to thank all of our employees for their unwavering commitment and hard work during this time of transition.”
Exide has obtained a commitment for debtor-in-possession (“DIP”) financing of $40 million from a group of lenders, including certain of its existing noteholders. Subject to Court approval, this DIP financing will provide sufficient liquidity to support ongoing operations in North America for the duration of the sale process and restructuring.
To ensure a smooth transition into Chapter 11, the Company filed with the Court a series of customary motions seeking to uphold its commitments to its valued employees, customers, and other stakeholders during the process. These “first day” motions include requests to continue to pay wages and provide benefits to employees in the normal course and otherwise operate the business as usual to facilitate the continued manufacturing and delivery of product to customers, without interruption. The Company is also filing a motion to initiate a competitive bidding process under Section 363 of the Bankruptcy Code, designed to achieve the highest or otherwise best offers, for the North American, EMEA, and Asia-Pacific businesses.
During the proceedings, Exide is committed to working collaboratively with the relevant local, state, and federal agencies to achieve an orderly transfer or sale of its non-operating properties in the U.S., including its former battery recycling facility in Vernon, California, and ensure they are maintained in a safe and responsible manner.
Capitalizing on the Strength of Operations in EMEA and Asia-Pacific
Separately, Exide has entered into a restructuring support agreement under which an ad hoc group of the Company’s noteholders would acquire its EMEA and Asia-Pacific business, subject to certain conditions outlined in the transaction documents, and subject to higher or better offers. The new owners intend to maintain continued employment of the Company’s workforce in these regions. The agreement includes a “go-shop” period with a bid submission deadline and auction to be held in early July 2020.
“We have been steadily growing revenue and market share in EMEA and Asia-Pacific over the past few years,” said Mr. Vargo. “As our lenders have learned more about this business, they were impressed by its growth trajectory, loyal customer base, and talented employees. Their increased support reflects their confidence in our capability to deliver consistent growth and profitability by bringing to market innovative technologies for energy storage across each business segment to benefit our customers. We are pleased to have found a new owner that is committed to supporting the next phase of growth of our business in these regions.”
As part of the agreement, the ad hoc noteholder group has provided additional liquidity of up to $75 million to ensure that business remains in a strong financial position during the adverse economic impacts created by the COVID-19 crisis.
Vargo continued, “The EMEA and Asia-Pacific business entered the current crisis in good financial health, and we have acted prudently throughout and, in some cases, have drawn on the support mechanisms made available by governments to mitigate the impact of the crisis and associated lockdown. The additional funding provided as part of this agreement will ensure that this business will emerge from the current crisis even stronger.”
Additional Information and Advisors
Additional information about Exide’s Chapter 11 proceeding can be found at exide.com/2020-restructuring. Vendors with questions can visit https://cases.primeclerk.com/Exide2020/, call a dedicated hotline at 877-429-4840 between the hours of 9 AM and 6 PM Eastern, Monday through Friday, or email [email protected].
Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor.
About Exide Technologies
For more than 130 years, Exide Technologies, LLC (exide.com) has been Powering the World Forward as a global provider of stored electrical-energy solutions for the Automotive and Industrial markets. Headquartered in Milton, Georgia, Exide operates in 80 countries with more than 8,000 employees. Exide produces a range of battery and energy storage systems and specialty applications for the Automotive, Energy Solutions and Motion markets and industries including agricultural, automotive, electric, light and heavy-duty truck, marine, materials handling, military, mining, power-sport, railroad, security, telecommunications, utility and uninterruptible power supply (UPS), among others. As one of the world’s largest secondary recyclers, the company is committed to environmental sustainability.
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Jeremy Fielding / Nathan Riggs
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Richard Campbell
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