Proliance Files for Chapter 11 with Agreement to Sell Domestic Operations as Going Concern to Owners of Visteon Aftermarket
July 02 2009 - 10:09AM
Business Wire
Proliance International, Inc. (NYSE Amex: PLI), a leading global
manufacturer and distributor of aftermarket heat exchange and
temperature control products for automotive and heavy-duty
applications, today announced that to address liquidity needs and
preserve the value of its business, the Company and its U.S.
subsidiaries have filed voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the U.S.
Bankruptcy Code.
In connection with its filing, Proliance has entered into a
definitive agreement to sell substantially all of its North
American assets as a going concern for $21.5 million, in cash,
subject to adjustment, under a court supervised sale process under
section 363 of the U.S. Bankruptcy Code, to Centrum Equities XV,
LLC, a Tennessee based holding company which includes the Visteon
aftermarket business. The Visteon aftermarket business was spun off
as an independent company in February 2008 from Visteon Corporation
of Michigan and sold to Centrum Equities XV, LLC. Wynnchurch
Capital, Ltd., a Chicago-based private equity firm, is Centrum�s
financial partner in the Proliance transaction.
Charles E. Johnson, Proliance President and CEO said, �The
filing and agreement we are announcing today represents the
culmination of an exhaustive process to evaluate all available
options to address the Company�s liquidity constraints and is the
only viable option after reviewing all alternatives to maximize the
value of the Company for stakeholders, to provide the best possible
opportunity for associates and to provide that our customers� needs
going forward were met.
�The combination of Centrum�s resources and industry expertise
and Proliance�s manufacturing and distribution capabilities will
help get our business back on track faster and enable the combined
Company to serve its customers in an exemplary way,� Mr. Johnson
said. �Longer term, we believe ownership by Centrum will create a
stronger balance sheet and establish a solid platform which will
provide opportunity for growth.�
Mr. Johnson explained the pressing need to access more capital
to service customers weighed heavily in the Company�s decision
making. �As has been reported in our prior public filings, we have
done everything possible to obtain a refinancing or to carry out
our sale of the business since February 2008, when tornados
destroyed our Southaven, MS warehouse and much of the inventory,�
he said. �However, the condition of the financial markets has made
it impossible to find a viable financing package outside
bankruptcy.�
Roger Brown, President and CEO of Centrum Equities XV, LLC said,
�We are excited about this opportunity to put together these two
leading companies in the automotive aftermarket. We strongly
believe that the combination with Proliance, along with the
financial investment to be made, will provide for unparalleled
service in the industry.�
The filing does not include Proliance�s non U.S. entities or
operations. Proliance is in the process of marketing its NRF
subsidiary in Europe. The bankruptcy filing listed approximately
$133.5 million of liabilities, including approximately $40.1
million under Proliance�s secured credit facility. Proliance�s
restructuring counsel is Jones Day and its restructuring and
financial advisor is Broadpoint Capital, Inc. For access to certain
court documents and other information about Proliance�s Chapter 11
case, visit www.pliinfo.com.
Forward Looking Statements
Statements included in this press release, which are not
historical in nature, are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements relating to the future financial
performance or liquidity of the Company are subject to the effects
of the chapter 11 filings, business conditions and growth in the
general economy and automotive and truck business, the impact of
competitive products and pricing, changes in customer product mix,
failure to obtain new customers or retain old customers or changes
in the financial stability of customers, changes in the cost of raw
materials, components or finished products, the discretionary
actions of its suppliers and lenders, and changes in interest
rates. Such statements are based upon the current beliefs and
expectations of Proliance management and are subject to significant
risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. When used in this press
release, the terms "anticipate," "believe," �efforts,� "estimate,"
"expect," �goal,� "may," "objective," "plan," "possible,"
"potential," "project," �proposal,� �pursue,� "will" and similar
expressions identify forward-looking statements.
Additional factors that could cause Proliance's results to
differ materially from those described in the forward-looking
statements include the effects of the financial crisis and turmoil
in the capital markets, developments in the chapter 11 cases, the
global recession and other factors identified in Proliance�s 2008
Annual Report on Form 10-K and Proliance's other subsequent filings
with the SEC. The forward-looking statements contained in this
press release are made as of the date hereof, and Proliance does
not undertake any obligation to update any forward-looking
statements, whether as a result of future events, new information
or otherwise.
About Proliance International, Inc.
Proliance International, Inc. is a leading global manufacturer
and distributor of aftermarket heat transfer and temperature
control products for automotive and heavy-duty applications serving
North America, Central America and Europe.
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