Honigman Represents Chinese Company in Purchase of Delphi Assets

Honigman Miller Schwartz and Cohn LLP (Honigman) is pleased to announce that a cross-disciplinary team of its attorneys represented Tempo Group, Inc. in negotiating the principal terms and conditions of the $100 million acquisition of the remaining pieces of Delphi’s global brake and suspension component business. BeijingWest Industries Co., Ltd., the buyer, is a new joint venture based in Beijing, China that is owned by Capital Iron & Steel Company of China, the Tempo Group, Inc. and a state-owned investment company of Beijing. W.Y. Campbell & Company, one of the nation’s leading specialty investment banking firms, has called this deal the “most high-profile acquisition yet by the Chinese in the American auto industry.”

“This was an extremely complicated deal, involving multiple manufacturing plants and technical facilities located in ten countries and some very complex legal agreements,” said a member of Tempo Group, Inc. “The support from the Honigman legal team was incredible. They not only provided us with excellent service but also managed to move the transaction from due diligence to signing the purchase agreement in a very compressed time frame.”

The transaction involved the hiring of approximately 3,000 employees and the acquisition of machinery and equipment; intellectual property; and real property interests related to five manufacturing facilities and sixteen technical centers located in ten countries.

In addition to negotiating the master sale and purchase agreement, Honigman Partners Phillip D. Torrence (from the firm’s Kalamazoo office), Frederick J. Frank (Detroit), Barbara A. Kaye (Ann Arbor) and Ronald E. Whitney (Detroit) negotiated the relevant terms and conditions for manufacturing services agreements in selected jurisdictions; leases from Delphi for periods subsequent to closing; a transition services agreement; and other ancillary agreements. The transaction documents were negotiated under a very compressed timeframe in light of Delphi's bankruptcy proceedings.

Honigman’s attorneys coordinated with a network of foreign counsel in each of the jurisdictions in which the business is conducted, principally China, India, Mexico, Poland, France and the United States. Honigman’s team consisted of a variety of disciplines, including intellectual property, real estate, environmental and employee benefits and labor.