Shiloh Industries, Inc. to Proceed with Sale to Grouper Holdings, LLC, a Subsidiary of MiddleGround Capital

Shiloh Industries, Inc.(the “Company” or “Shiloh”), an environmentally focused global supplier of lightweighting, noise and vibration solutions, has completed the marketing process approved by the U.S. Bankruptcy Court for the District of Delaware (the “Court”) and is moving forward under the previously announced asset purchase agreement with Grouper Holdings, LLC, a subsidiary of MiddleGround Capital LLC (“MiddleGround”). MiddleGround is expected to acquire substantially all of the Company’s assets, including the equity interests of certain of the Company’s direct and indirect subsidiaries.

“We believe this outcome is in the best interests of Shiloh and our stakeholders, and we look forward to building on our unique strengths as part of MiddleGround,” said Cloyd J. Abruzzo, interim chief executive officer of Shiloh. “MiddleGround has expressed a strong interest in supporting Shiloh from the outset of our restructuring process and has a successful track record investing in companies that supply the automotive industry. We are confident that they will be a strong partner as we enter this new chapter for our company. Importantly, we expect the transaction to be completed quickly and the transition to be seamless for our customers, partners and dedicated employees.”

John Stewart, Partner at MiddleGround commented, “We look forward to working with Shiloh’s employees and management team to continue providing customers with highly competitive lightweighting products and technologies. We believe that MiddleGround’s experience and knowledge of the industry will enhance Shiloh’s portfolio of differentiated product solutions and accelerate its growth within the automotive sector.”

On August 30, 2020, MiddleGround was named the “stalking horse bidder” in a court-supervised auction and sale process. Pursuant to the bid procedures approved by the Court, qualified bidders were required to submit competing bids before 4:00 p.m. Eastern Time on Monday, October 26, 2020. While Shiloh received other bids, none were higher or better than MiddleGround’s stalking horse bid. Accordingly, a hearing to seek required Court approval for the MiddleGround transaction is scheduled for November 10, 2020. The transaction is also subject to certain other closing conditions. Shiloh anticipates the closing of the sale will occur no later than December 15, 2020.

Additional information is available on Shiloh’s restructuring website at www.shilohrestructuring.com, or by calling Shiloh’s Restructuring Hotline at (877) 462-4380 (toll-free in the U.S. and Canada) or (347) 817-4091 (for calls originating outside the U.S. and Canada). Court documents and additional information about the court-supervised process are available on a separate website administered by Shiloh’s claims agent, Prime Clerk, at https://cases.primeclerk.com/shiloh.

Jones Day is serving as legal counsel to Shiloh, Houlihan Lokey Capital Inc. is serving as financial advisor, and Ernst & Young LLP is serving as restructuring advisor. Baker McKenzie LLP is serving as legal counsel to MiddleGround.

Wed, October 28, 2020