Sanluis Corporación’s Subsidiary in Court-Supervised Restructuring

Cleary Gottlieb represented Sanluis Co-Inter (“SISA”), the direct wholly-owned subsidiary of Mexican autoparts company Sanluis Corporación (the stock of which is publicly traded on the Mexican stock exchange), in the restructuring of its $248,000,000 aggregate principal amount of indebtedness consisting mainly of 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010. The restructuring was effected through a court-supervised plan of reorganization pursuant to the Mexican Business Reorganization Act (Ley de Concursos Mercantiles). On July 15, the Mexican judge overseeing the Concurso proceeding issued the order approving the reorganization plan among SISA and its recognized creditors.

As a result of the Concurso proceeding and pursuant to the terms of the plan of reorganization, the 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010 have been cancelled and, on September 27, 2011, SISA issued $28,748,000 7.00% Series A Notes due 2020 (“Series A Notes”) to affiliated holders and $14,288,900 7.00% Series B Notes due 2020 to unaffiliated holders. Concurrently with the issuance of the new notes, Sanluis Corporación entered into a pledge agreement pursuant to which it pledged the Series A Notes it holds to secure its recently issued 7.00% senior notes due 2017.

Sanluis Corporación designs and produces leaf springs, coil springs and brake components (rotors, drums, machined hubs and certain sub-assemblies) that are used by automotive manufacturers in the suspension and brakes systems of cars, light trucks, full-size trucks and buses. It is the world’s largest producer of leaf springs, with a market share of approximately 92% in the NAFTA region and a 63% share of the Brazilian market and currently supplies suspension components for six of the 10 best-selling pickup trucks in such region.