We are advising Mizuho Bank in various capacities, including as lender to Marelli

Davis Polk is advising Mizuho Bank, Ltd. (Tokyo Central Branch) in various capacities, including as the largest lender to Marelli Holdings Co., Ltd. and certain of its subsidiaries (collectively, “Marelli”), in connection with Marelli’s chapter 11 proceedings. On June 11, 2025, Marelli; certain funds and accounts managed by Kohlberg Kravis Roberts & Co. L.P., as equity sponsor; Mizuho, as a lender under Marelli’s approximately $350 million emergency super senior term loan facility; and lenders, including Mizuho, holding a supermajority of Marelli’s approximately $4.5 billion senior term and revolving loan facility, entered into a restructuring support agreement (RSA). On the same day, Marelli filed for chapter 11 in the U.S. Bankruptcy Court for the District of Delaware with a prearranged plan of reorganization reflecting the terms of the RSA.

The RSA contemplates, among other things, (i) a 45-day marketing process; (ii) the incurrence of a debtor-in-possession (DIP) facility, which includes approximately $1.1 billion of new money backstopped by an ad hoc group of senior lenders and a 47.5% roll-up of senior loan claims held by the DIP lenders; (iii) repayment in full of the $350 million emergency loan facility upon final approval of the DIP facility (subject to certain conditions); (iv) a guaranteed 11% recovery to holders of senior loan claims; (v) reinstatement or payment in full of all general unsecured claims; and (vi) if the marketing process does not produce an overbid, an equitization of the DIP facilities into 100% of the reorganized common equity of Marelli upon consummation of a chapter 11 plan of reorganization. At a hearing on June 12, 2025, the Bankruptcy Court granted the debtors’ entry into the DIP facility on an interim basis, as well as other customary relief.

Marelli is a Tier 1 automotive supplier and one of the largest automotive components suppliers in the world. Headquartered in Saitama, Japan, Marelli operates in 24 countries around the world and supplies over 65 OEMs and brands such as Stellantis, Nissan, Volkswagen, BMW and Mercedes Benz. Marelli primarily manufactures advanced automotive components and systems, including automotive lighting and sensor systems, and electronic and software solutions, such as screen displays and engine and vehicle controls.

The Davis Polk restructuring team includes partner Timothy Graulich, counsel Erika D. White and Richard J. Steinberg and associates Lara Luo, Kevin L. Winiarski and Jonathan (Zhenyang) He. All members of the Davis Polk team are based in the New York office.

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