Vitro America and Related Vitro Subsidiaries Enter Into Asset Purchase Agreement with Private Equity Firm
April 6, 2011

Vitro America LLC in Memphis, Tenn., announced this morning that it and three other U.S. indirect subsidiaries of Mexican glassmaker Vitro, S.A.B. de C.V., have filed a motion asking the U.S. Bankruptcy Court for the Northern District of Texas to enter orders for relief for the four subsidiaries under Chapter 11 of the U.S. Bankruptcy Code. They have also entered into an agreement to sell substantially all of the assets of Vitro America, including Binswanger Glass, to an affiliate of Grey Mountain Partners LLC, a private equity firm based in Boulder, Colo.

The bankruptcy court’s orders for relief for Vitro America and Super Sky are expected to be entered today. The entities that have requested entry of the orders for relief are Vitro America LLC (of which Binswanger is a part); Super Sky International Inc.; Super Sky Products Inc.; and VVP Finance Corp.

Vitro America will be filing a motion with the court seeking authorization to obtain $30 million in debtor-in-possession (DIP) financing from its pre-petition lender, Bank of America, as well as an additional $7.5 million from Vitro SAB. Vitro America and Super Sky intend to use their current cash availability and the DIP funding to fulfill their post-petition ordinary course obligations to employees, customers and trade vendors as they come due during the sale process.

"Vitro America and Super Sky intend to continue to operate in the ordinary course as the sale process is carried out,” says Arturo Carrillo, president and chief executive officer of Vitro America. “Based on the expectation of continued litigation related to the Vitro SAB bonds, we determined that a sale of substantially all of the assets of Vitro America and Super Sky at this time is in the best interest of these businesses, their employees, and all of their other stakeholders. Despite efforts over the last five months to mediate or have the involuntary Chapter 11 cases dismissed, it became apparent that Vitro America and Super Sky would need to be separated from any litigation related to the legal dispute between Vitro SAB and the dissenting bondholders so that we could continue to operate in the ordinary course. Fortunately, Vitro America and Super Sky have a strong asset base. In addition, Bank of America and Vitro S.A.B have continued its support of Vitro America and Super Sky throughout this challenging period and will continue to help ensure that we have adequate funding and liquidity during the sale process.”

He continues, “We are grateful for the continued support from our customers, suppliers and employees as we have sought to address the legal issues presented by the involuntary petitions that have made the sale and related Chapter 11 proceedings a necessity. We look forward to concluding the sale within 60 to 90 days and remain focused on providing outstanding products and service to our customers.”

Last week, a federal bankruptcy judge had ruled that he would decide at a later, unknown date whether subsidiaries of Mexico-based glass manufacturer Vitro SAB would be placed into involuntary Chapter 11 bankruptcy. Four Vitro SAB creditors, unhappy with a debt settlement offer, had filed a petition for involuntary bankruptcy in November 2010 against 15 of Vitro's U.S. subsidiaries, including Vitro America.

This is not the first time Grey Mountain Partners LLC has shown interest in the glass industry. The investment firm was the stalking horse bidder of flat glass fabricator Arch Aluminum & Glass' assets in January 2010.

The transaction is subject to bankruptcy court approval and other closing conditions specified in the agreement. In compliance with Section 363 of the U.S. Bankruptcy Code, qualifying bidders will also have an opportunity to submit higher and better offers for evaluation through a court-supervised competitive bidding process.

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