Shearman & Sterling represented American Axle & Manufacturing Holdings, Inc. in connection with its out-of-court restructuring efforts, including amending the terms of American Axle’s first lien revolver and term credit agreements agented by JPMorgan Chase Bank, N.A. and modifying commercial terms on which it deals with its largest customer, General Motors Company.

The commercial understanding with General Motors centered around American Axle entering into a Commercial and Settlement Agreement with General Motors under which American Axle received a $110 million payment from General Motors for cure costs in connection with Motors Liquidation Company’s Chapter 11 cases and resolution of other outstanding commercial obligations. In addition, General Motors committed to provide American Axle with a $100 million secured second lien term loan through September 30, 2013. Under the Commercial and Settlement Agreement, American Axle issued warrants to General Motors to purchase up to 7.4% shares of common stock (such percentage to be increased upon a subsequent draw of the loan) of American Axle. The parties also entered into an Access and Security Agreement, which allows General Motors to have access, under certain limited circumstances where continuity of supply is threatened, to the operating assets and real estate of American Axle to manufacture its component parts. American Axle’s first lien revolver and term credit agreements were amended and restated to, among other things, revise certain financial covenants and permit certain of the transactions with General Motors. The existing term credit agreement was also amended to incorporate substantially all of covenants in the revolver.

American Axle is a leading Tier-1 supplier of axles and other driveline products to original equipment manufacturers, including both Chrysler and General Motors. Throughout 2009, American Axle supplied substantially all of General Motor’s rear axle and front four-wheel drive vehicle platforms.

The Shearman & Sterling team included partners Fredric Sosnick (New York-Bankruptcy & Reorganization), Peter D. Lyons (New York-M&A), Denise M. Grant (New York-Project Development & Finance), Lisa L. Jacobs (New York-Capital Markets), Constance Fratianni (New York-Finance) and Laurence M. Bambino (New York-Tax); counsel Ansgar Simon (New York-Tax); and associates Jill Frizzley (New York-Bankruptcy & Reorganization), Craig R. Culbert (New York-Bankruptcy & Reorganization), Carl B. McCarthy (New York-Bankruptcy & Reorganization), Robert A. Britton (New York-Bankruptcy & Reorganization), James B. Jones IV (New York-Finance), Barbara A. Edwards (New York-Finance), Sylvia Lee (New York-Finance), Jessica Nielsen (New York-M&A), Giovanni B. Bruno (New York-Bankruptcy & Reorganization), Jennifer M. Pacella (New York-Finance), M. Asher F. Richelli (New York-Finance), Devin S. Lei (New York-Finance) and Justin R. Mak (New York-M&A).