How First Brands was assembled: formation and acquisitions

analysisAccording to the debtors' first-day declaration, First Brands was formed in 2013 by its founder under the name Crowne Industrial Group. In 2013 and 2014 it acquired brands such as Carter Fuel Pumps and Trico, a maker of windshield wiper blades, and from 2019 it expanded further by acquiring a number of established brands, some of them decades or a century old, with the aim of becoming a leading supplier across the aftermarket parts industry. ¹

analysisA press report published in October 2025 traces the beginning of that expansion to the investment bank Jefferies, which it says provided a loan in 2014 for Patrick James's acquisition of Trico Products, a Michigan-based maker of windscreen wipers; the report calls that deal the foundation of what became First Brands and says Jefferies went on to conclude deal after deal with the group. The loan documents are not in the record. Jefferies' chief executive was quoted as emphasising that First Brands had engaged with a range of banks and Wall Street firms over the previous ten years. The same report, citing documents it had seen, says an early financier was Greensill Capital, which in 2015 began providing tens of millions of dollars linked to the invoices of Crowne Group, described as Patrick James's holding company. Those documents are not in the record either, and the retained records do not show how Crowne Group relates to First Brands Group, LLC, which was formed as Crowne Industrial Group. ²

analysisBrake Parts Inc., known for its Raybestos aftermarket brakes and based at 4400 Prime Parkway, was incorporated in 1988. A local newspaper reported in February 2026 that First Brands Group bought the company in July 2020 for a reported $510 million; no transaction document is in the record. ³

analysisAccording to the January 2023 tender offer document, Jefferies, acting for Horizon Global Corporation in its strategic review, contacted First Brands Group, LLC on July 28, 2022 about a possible transaction, and Horizon and First Brands executed a confidentiality agreement on July 29, 2022. The agreement, for a transaction code-named Project Phoenix, was addressed to Stephen Graham as Chief Financial Officer of First Brands Group, LLC and covered information furnished by the target group, including through its adviser Jefferies LLC. ^{1 2}

analysisJefferies also had a financing relationship with the buyer. The tender offer document states that since 2020 Jefferies had provided financing services to First Brands Group, LLC in five earlier transactions. Because Jefferies was also advising Horizon, Horizon's Strategic Alternatives Committee decided on November 12, 2022 that Jefferies could provide financing to First Brands if First Brands became the acquirer, and Horizon approved Jefferies' financing discussions with First Brands. The price fell during the negotiations: on November 1, 2022 First Brands proposed $2.00 per share of common stock, based on an estimated total enterprise value of about $425 million at closing, and on December 27, 2022 it revised the offer to $1.75 per share, citing Horizon's financial situation and expected higher capital expenditure. Paul Hastings LLP acted as First Brands' legal counsel in negotiating the merger agreement. ²

analysisThe offer was made by PHX Merger Sub, Inc., a Delaware corporation incorporated on December 16, 2022 as a wholly owned subsidiary of First Brands Group, LLC and formed solely to complete the offer and merger. It offered $1.75 per share of common stock plus the redemption price for the Series B preferred stock, with the offer scheduled to expire just after 11:59 p.m. Eastern Time on February 6, 2023. First Brands and the purchaser estimated the total funds needed for the offer, the merger and related fees at about $425 million, to be supplied by First Brands from cash on hand and available financing. On February 8, 2023, after the offer was completed, PHX Merger Sub merged into Horizon Global Corporation, which survived as a wholly owned subsidiary of First Brands Group, LLC; the same day Horizon asked the New York Stock Exchange to halt and suspend trading in its common stock and to file for its delisting and deregistration. ^{3 2 4}

analysisAccording to the March 26, 2026 declaration of the independent director of the Ultinon holding companies, First Brands bought the Ultinon automotive-lighting business, until then part of the Lumileds group, from Lumileds Holding B.V. in August 2024 for about $238 million, subject to adjustments. Other accounts date the transaction differently: a case summary lists a May 2024 sale announcement by Lumileds and completion in July 2024, and a German legal press report says First Brands took over the business in May 2024. The business makes lights for the aftermarket and for vehicle manufacturers at plants in Aachen (Germany), Pabianice (Poland) and Songzi (China), most recently held about 20% of the global automotive-lighting market, and had generated EBITDA of about $61 million in 2022 and $48 million in 2023. ^{1 2 3}

analysisIn the bankruptcy, the debtors' side challenged the economics of the acquisitions. Marc S. Kirschner, an expert paid by the debtors' lawyers, said in a July 2026 report filed in support of the liquidating plan that First Brands paid $1.6 billion for 10 acquisitions between 2022 and 2024, that only three were sold during the Chapter 11 cases, for $195 million against an acquisition cost of $641 million, and that in 2023 and 2024 First Brands paid $488 million for assets already owned or controlled by Patrick James, which entities controlled by James had bought for about $422 million. The court did not assess the merits of the expert's arguments when it denied the plan. Patrick James's response to the examiner's report says the acquisitions reflected sound business judgment. ^{4 5 6}

analysisOne acquisition ran through a company outside the group. According to the examiner's interim report as reported in the press, Global Technologies S.à r.l. of Luxembourg, owned by Patrick James outside the First Brands group, acquired Novares Group S.A.S. in 2025, and First Brands paid about $31 million in connection with the sale of Novares subsidiaries whose North American operations were to sit within First Brands; no transfer documentation existed and the $31.1 million was not returned. On September 17 and 19, 2025 the group's Dutch company Cequent Nederland paid Novares about $1.2 million each time as an "advance payment", which employees said lacked justification. These are preliminary findings and have not been adjudicated. James's response says certain Novares Americas entities were operationally treated as part of the First Brands enterprise after the acquisition, that most of the funding came from a third-party financier, and that Global Technologies worked in good faith to finalise the transfer until the debtors abruptly discontinued discussions in late October 2025. ⁶