Milacron Inc. (MZIAQ.PK), a leading global supplier of plastics-processing technologies and industrial fluids, has signed a definitive agreement to sell substantially all of its assets to a company formed by certain affiliates of Avenue Capital Group, certain funds and/or accounts managed by DDJ Capital Management LLC and certain other entities that together hold approximately 93% of the company's 11-1/2% Senior Secured Notes for total consideration estimated at approximately $175 million.
The definitive agreement is on substantially the same terms as the agreement in principle for such a sale announced on March 10, the same day Milacron filed for Chapter 11 protection in Federal Bankruptcy Court in the Southern District of Ohio in Cincinnati. In return for Milacron's assets, the purchasers will, among other things, repay or assume Milacron's debtor-in-possession loan facilities, assume certain of the company's other liabilities, including ordinary course liabilities and other debt, credit bid $6.1 million of pre-petition secured notes and provide additional consideration to noteholders who are not part of the purchasing syndicate. The acquisition is part of a comprehensive financial restructuring, intended to permit Milacron to continue as a going concern with substantially less debt.
"This is a significant milestone in our restructuring process," said Dave Lawrence, Milacron president and chief executive officer. "Since we began this reorganization process on March 10th, we have experienced a great outpouring of support from across the industry. This, coupled with the faith our investors have in Milacron's brands, products and people, positions us well for sustained long-term success moving forward."
The definitive sale agreement is subject to Bankruptcy Court approval and potential competing bids from other parties, as well as certain other conditions. Milacron has requested the Bankruptcy Court to approve procedures to solicit submission of other qualified bids for Milacron's assets. Under the proposed procedures, if no other qualified bids are received by June 24, 2009, Milacron will request Bankruptcy Court approval of the sale on June 26, 2009. If at least one other qualified bid is received, an auction will be held on July 17, 2009 and Milacron's assets will be sold to the qualified bidder submitting the highest and best offer, subject to Bankruptcy Court approval.