American Axle & Manufacturing Holdings Inc. (NYSE:AXL) entered into a definitive agreement to acquire Metaldyne Performance Group Inc. (NYSE:MPG) from American Securities, Levin Capital Strategies, L.P. and others for $1.5 billion on November 3, 2016. Under the terms of transaction, American Axle will acquire Metaldyne for approximately $1.6 billion in cash and stock, plus the assumption of $1.7 billion in net debt. Each share of Metaldyne Performance Group Inc. will be converted into the right to receive $13.5 per share in cash and 0.5 shares of American Axle & Manufacturing. American Axle & Manufacturing will also acquire all the options of Metaldyne in cash and all the restricted stocks and restricted stock units of Metaldyne in cash and stock. Upon closing of the transaction, American Axle's shareholders will own approximately 70% of the combined company and Metaldyne Performance Group Inc.’s shareholders will own approximately 30%. The transaction will be supported by $800 million of revolving credit facility, $100 million of term loan A, $1.6 billion of term loan B and $1.2 billion of senior unsecured notes. David Walker and Geoffrey Benson of J.P. Morgan Securities LLC provided committed debt financing. Post completion of the transaction, the combined entity will be named as American Axle and trade on the NYSE as “AXL”. In case of termination, American Axle will pay a termination fee ranging from $50.9 million to $101.8 million and Metaldyne will pay a termination fee of $50.9 million. David C. Dauch will continue to serve as Chairman and Chief Executive Officer of American Axle. Post closing of the transaction, American Axle's Board of Directors will be expanded to 11 members with three designees of American Securities joining American Axle’s current Board, including George Thanopoulos. The transaction is subject to regulatory approval and other customary closing conditions. The transaction is subject to effectiveness of registration statement, the increase of the size of the American Axle's Board of Directors from 8 to 11, the appointment of each of American Securities designees to a different class on American Axle's Board of Directors and the appointment of one of American Securities designees to each of American Axle's Executive committee, audit committee, compensation committee, and nominating/corporate governance committee, listing of new shares and the expiration or termination of the waiting period under the HSR Act, and approval of shareholders of American Axle and Metaldyne. American Securities has agreed to vote in favor of the transaction. The transaction has been unanimously approved by the Boards of Directors of American Axle and Metaldyne. As of January 20, 2017, the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. In addition, clearance of the transaction by antitrust authorities in Germany and Austria was received and transaction is still subject to certain other closing conditions, including certain foreign antitrust clearances. As of March 31, 2017, Federal Economic Competition Commission of Mexico approved the transaction and the transaction is still subject to the approval of the shareholders of American Axle and Metaldyne to be obtained in special meeting of stockholders to be held on April 5, 2017. The transaction is expected to close in the first half of 2017. As of March 31, 2017, The transaction is expected to close on or about April 6, 2017. The transaction is expected to be accretive to cash flow and earnings per share in the first full year following the transaction. Erin Millerschin of The Millerschin Group acted as public relations advisor in the transaction. Glenn Tilles, Doug Jackson, Larry Gelwix, Zack Gordon, Rachel Zhang and Yihao Jiang of Greenhill & Co., LLC acted as fairness opinion provider and financial advisors for American Axle while David Walker and Geoffrey Benson of J.P. Morgan Securities LLC acted as the financial advisors for American Axle. Scott Petepiece, Daniel Litowitz, Lisa Jacobs, Denise Grant, Laurence Bambino, John Cannon, Dale Collins, Jessica Delbaum, Jordan Altman, Barbara Edwards, Harald Halbhuber, Roger Morscheiser, Cody Wright, Ethan Harris, Larry Hill and Christopher Glenn of Shearman & Sterling LLP acted as legal advisors for American Axle. Chris Shoemaker and Jeremy Macfadyen of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor and fairness opinion provider while Michael Lubowitz, Allison Liff, Alexander Lynch, Faiza Rahman, Howard Dicker, Lyuba Goltser, Adé Heyliger, Jeffrey Osterman, Mark Schwed, Paul Wessel, Samuel Zylberberg, Annemargaret Connolly, Ted Posner, John Neuwirth, Steven Tyrrell, John O’Loughlin, Thomas Goslin, Vadim Brusser, Adam Safwat, Lawrence Baer, Renee Pristas, Maryam Naghavi, Michelle Sargent, Meera Sitaram, Jonathan Goltser, Cheri Bessellieu, Caroline Geiger, Jennifer Yoon, Daniel Cohl, Mark Dundon. Soo Jin Kim, Franny Glick, Amanda Rosenblum, Robert Shmalo, Joshua Rudin, Jonathan Cheng, Dana Watts, Evert Christensen, Kiira Johal, Michelle Fitzpatrick, Vernell Moreland and Vanshika Vij of Weil, Gotshal & Manges LLP acted as legal advisors for Metaldyne Performance Group. Georgeson acted as information agent for American Axle and MacKenzie Partners, Inc. acted as information agent for Metaldyne. Georgeson was paid an advisory fee of $0.02 million and MacKenzie Partners was paid an advisory fee of $0.02 million. Greenhill & Co., LLC was paid an advisory fee of $16.5 million and Merrill Lynch, Pierce, Fenner & Smith Incorporated was paid an advisory fee of $20 million. The Shearman & Sterling team included Jordan J.Altman, Nkiruka Chinenye Amalu, Laurence M.Bambino, John J.Cannon , Francisco Jose Cebada, Arjun Chandran, Wayne Dale Collins, Jessica K.Delbaum, Jai Garg, Robert Donald Giannattasio, Christopher Leonard Glenn, Eric M.Grosshandler, Harald Halbhuber, Ethan D.Harris, Lawrence M.Hill, Lisa L.Jacobs, Rachel Claire Kalson, Derek P.Kershaw, Daniel Litowitz, Nathan Frederick Mee, Roger V.Morscheiser, Kerry Murphy, Victor T.Nilsson, Mark R.Pereira, Scott D.Petepiece, Jason Y.Pratt, Marie-Alexis Valente, Cody L.Wright, partner Denise M. Grant , Barbara Edwards and associates Jackson Murley , James Ireland, Arman Naraghi-Pour and Ashiq Aziz acted as legal advisor to American Axle & manufacturing Holdings, Inc.