Metaldyne Restructuring

On October 29, 2008, Metaldyne Corporation, a Michigan-based subsidiary of Japan’s Asahi Tec Corporation, launched a cash tender offer and consent solicitation for 100% of its outstanding bonds, which have an aggregate principal amount of $392.2 million, as part of a restructuring of its indebtedness. Metaldyne is concurrently soliciting votes in favor of a prepackaged plan of reorganization, which it may file in the event the tender is not completed. Metaldyne also amended its credit agreements in connection with the launching of the offer. Cravath is representing Asahi Tec and RHJ International S.A., Asahi Tec’s largest shareholder, in connection with this transaction. RHJI (through Asahi Tec) and certain of Metaldyne’s customers will provide Metaldyne with funding of $110 million for the tender offer and for general corporate purposes, subject to certain conditions, including the successful completion of the tender offer. RHJI, through an investment in Asahi Tec, previously contributed $10 million to Metaldyne on October 15, 2008, while negotiations were underway with various Metaldyne stakeholders. The tender offer will remain open until November 26, 2008, or a later date as determined by Metaldyne.

The lawyers involved in this transaction are partners Thomas E. Dunn, Timothy G. Massad and Paul Michalski, senior attorney Kimberly A. Grousset and associates Mathias J. von Bernuth, Assaf Oz, Joel Unruch, Leam Nelson, Clyde W. Tinnen, Amita Choudary and Aditya Khanna on corporate matters.