First Brands' foreign subsidiaries: Ultinon, the German insolvencies and Canada

analysisIn August 2024, according to the March 26, 2026 declaration of the independent director of the Ultinon holding companies, First Brands (FBG) bought the Ultinon automotive-lighting business from Lumileds Holding B.V. for about $238 million, subject to adjustments; until then the business had been part of the Lumileds group. Ultinon 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 generated EBITDA of about $61 million in 2022 and $48 million in 2023. Other records date the deal differently: a case summary lists a May 2024 sale announcement by Lumileds and completion in July 2024, and German legal press says First Brands took over the business in May 2024. ^{1 2 3}

analysisThe organisation chart filed with the Ultinon first-day declaration (Case No. 26-90428) traces the ownership from First Brands Group Holdings, LLC (Delaware) through KTRI Holdings, Inc. (Delaware), Trico Products Corporation (New York), Trico Investments Corporation (Delaware) and Trico Belgium S.A. (Belgium) to three Dutch companies: Liberty I B.V., its direct subsidiary Liberty II B.V., and Liberty II's direct subsidiary Ultinon Motion Holding B.V. Twenty operating subsidiaries in 19 countries, including Ultinon Motion Germany GmbH, sit beneath Ultinon Motion Holding B.V. The group organisation chart attached to First Brands Group, LLC's own bankruptcy petition (case 25-90399) also lists Ultinon Motion Holding BV, the Ultinon Motion and Lumileds-named operating companies and Liberty I and II, as well as Westfalia-Automotive in the Horizon Global part of the chart and FRAM Group (Canada) Inc. next to FRAM Group Holdings. Only the text of that chart survives, without its lines and boxes, so it does not show ownership percentages or direct holders. ^{1 2 4}

analysisIn connection with the acquisition, Liberty II B.V. borrowed under a Senior Facilities Agreement of July 30, 2024 with Banco Santander, S.A. as agent and security agent, initially €140 million of Facility B term loans, guaranteed and secured by several Ultinon companies. A case summary lists Banco Santander's claim as agent at about $121.5 million, the largest creditor claim in the Ultinon cases; at the March 26, 2026 petition date the agent held security over certain assets of the debtors but not over the cash in their bank accounts. That cash came to about $3.4 million in 22 accounts at five banks, 10 of them at Citibank, the primary bank. Ultinon Motion Holding B.V. had also received advances under an International Factoring Agreement of August 8, 2024 with Crédit Agricole Leasing & Finance (CALF), paid into Citibank euro and Polish zloty accounts and used to fund the operating companies; the declaration expected no further factoring receipts after the filing. ^{2 1}

analysisAfter First Brands' own Chapter 11 filing, Liberty II B.V. entered a forbearance and waiver agreement on September 28, 2025. On October 27, 2025 Deva Capital Investment Company, S.L.U., a private-debt firm wholly owned by Santander, provided €5 million of emergency funding to Liberty I and Liberty II, and on November 17, 2025 KTRI Holdings, Inc., itself a debtor in the First Brands cases, lent Liberty II B.V. $7.6 million drawn from the First Brands debtor-in-possession (DIP) financing. A First Brands funding motion of November 21, 2025, approved on November 25, 2025, contemplated $60 million of funding for Liberty I and its subsidiaries, 75% from KTRI and 25% from Deva, with KTRI also to buy 75% of the outstanding Facility B principal through a funded sub-participation at a significant discount. ¹

analysisJame Donath was appointed independent director of Liberty I B.V. and Liberty II B.V. on November 21, 2025 and director of Ultinon Motion Holding B.V. on February 3, 2026, and gave the first-day declaration filed on March 26, 2026. In it Donath stated, on information and belief, that after the acquisition First Brands (FBG) replaced the directors or management of various Ultinon companies with its own personnel, that many boards consisted of the same group of "FBG Appointees", including Edward James and Michael Baker, and that these appointees authorized and directed the transfer of tens of millions of dollars of value, including significant cash, out of the Ultinon business without receiving value in return, in transfers that appear to have been designed to benefit FBG entities or perhaps individual members of FBG management. The declaration identifies no specific transfer and no court has ruled on the statement. No claim against the appointees had been brought or decided in the retained records: the declaration left the choice of claims, and their funding, to the trustee of a litigation trust under the Ultinon plan of liquidation, which was confirmed on August 20, 2026, with its effective date noticed on October 12, 2026. ^{1 2 3}

analysisOn the petition date, March 26, 2026, Lumileds Holding B.V., the seller of the business, obtained a precautionary attachment of funds in Ultinon Motion Holding B.V.'s Citibank account in the Netherlands. According to the independent director's declaration, that attachment, payment demands the debtors could not meet and a stalled sale process that neither their lenders nor the First Brands DIP lenders would fund further led the Ultinon holding companies to file for Chapter 11 to obtain the automatic stay. ¹

analysisThe same day Ultinon Motion Holding B.V., Liberty I B.V. and Liberty II B.V. filed petitions in the U.S. Bankruptcy Court for the Southern District of Texas (lead case 26-90428, with 26-90429 and 26-90430) before Judge Christopher M. Lopez, who presides over the First Brands cases; the Ultinon cases are not jointly administered with First Brands case 25-90399. Their stated purpose was to preserve claims and causes of action, including claims under chapter 5 of the Bankruptcy Code, and transfer them to a litigation trust under a plan of liquidation. The plan was confirmed on August 20, 2026, and on October 12, 2026 the claims and noticing agent, Kroll Restructuring Administration LLC, gave notice of the order approving the combined disclosure statement and plan of liquidation and of the occurrence of the effective date. First Brands Group, LLC, Lumileds Holding B.V. and Wilmington Savings Fund Society appeared as interested parties, and Banco Santander, S.A. as a creditor. ^{2 3 1}

analysisBelow the holding companies, the Ultinon declaration lists at least four significant operating companies that had begun local insolvency proceedings: Ultinon Motion Germany GmbH in Germany in February 2026, and Ultinon Motion Netherlands B.V., Ultinon Motion Poland S.A. and Ultinon Motion Sweden AB in March 2026. Just before the filing the director was told that the Polish application might not have been accepted. ^{1 2}

analysisUltinon Motion Germany GmbH is the Aachen plant of the lighting business, formerly known as Lumileds Lampen & Accessoires, with about 500 employees. It applied for insolvency in early 2026, attributing the insolvency to the strained situation in the automotive sector and to the burden on its liquidity from the US parent First Brands' insolvency proceedings opened at the end of September 2025 (the First Brands petitions were filed on September 24, 28 and 29, 2025). The Aachen local court appointed Wolfgang Piroth of the Husemann firm as provisional insolvency administrator; in proceeding 92 IN 26/26 Piroth notified the court on July 31, 2026 that the estate was insufficient to cover its liabilities (Masseunzulänglichkeit), as the court published on August 3, 2026. German commercial-register data list the company under HRB 19283 at the Aachen local court (previously HRB 124680 at the Hamburg local court), at Philipsstr. 8, 52068 Aachen, with legal entity identifier 54930036OMKCSQ0TI119, and mark the entry as in liquidation. ^{3 4 5 2 6}

analysisInsolvency also reached German companies the group had acquired only recently. Press reports from November 4, 2025 said several German units had filed for insolvency after First Brands Group Holdings' Chapter 11 filing, and a German press overview of December 5, 2025 said three recently acquired companies were already in proceedings: Diepersdorf Plastic Manufacturing, the former Bolta-Werke with about 800 employees, insolvent again after an earlier insolvency; the CoFo group, which makes components for suppliers such as ZF and Bosch; and the seal maker Meteor, which Aequita had sold to First Brands only in September 2025, weeks before the buyer's collapse. These press accounts cite no court files, and the press is the source for the companies' ownership by a First Brands group company. German courts appointed administrators in each case: the Krefeld local court for the two CoFo companies on November 24, 2025, the Hildesheim local court for Meteor on December 2, 2025, and the Nuremberg local court for the former Bolta-Werke, for the second time after 2022. Meteor's administrator was examining whether the sale to First Brands had actually been completed; no record of the result of that review was found. A later trade-press report said all three administrators were reviewing offers from investors. ^{1 2 3 4 5}

analysisThe former Bolta-Werke in Diepersdorf, now trading as Plastic Manufacturing and also producing in Lüdenscheid and Oberlungwitz, filed for insolvency in early November 2025. The Nuremberg local court appointed Volker Böhm of Schultze & Braun as administrator: Böhm's second appointment for the business after 2022, when Böhm sold it to the Czech Winning Group, which passed it to First Brands in 2024. Register data list Diepersdorf Plastic Manufacturing GmbH under HRB 40825 at the Nuremberg local court (previously HRB 273335 in Munich), at Industriestr. 22, Leinburg, with former names including Winning Plastics - Diepersdorf GmbH and Winning Germany 7 GmbH. In the insolvency proceeding (case IE 1607/25) the court appointed lawyer Katharina Franke as special insolvency administrator to examine claims lodged against Diepersdorf by Böhm as administrator of Linden Plastic Manufacturing GmbH and SMK Plastic Manufacturing GmbH; the notice, dated March 13, 2026 in its reprint, lists Weil, Gotshal & Manges LLP (Frankfurt) as the debtor's representatives. ^{5 2 6 7}

analysisAn aggregator's rendering of the German register links a 100% shareholding in Diepersdorf Plastic Manufacturing GmbH in 2022 to the Czech company Winning Plastics a.s. and lists Michael Simon Baker, Stephen E. K. Graham and Shekhar Kumar as former managing directors. The names match three First Brands executives, Michael Baker, Stephen Graham and Shekhar Kumar, but the direction of the links is not verified and the entries give no dates of appointment or birth, so the identification rests on the names and the group context. ⁶

analysisBy an order of November 24, 2025 the Krefeld local court appointed Jan-Philipp Hoos, a White & Case partner, provisional insolvency administrator of the automotive suppliers CoFo PWK GmbH (Krefeld) and CoFo Räuchle GmbH (Dietenheim), the two companies of the CoFo group, which employed about 500 people at two production sites in Germany; operations continued in full. Meteor GmbH of Bockenem, a long-established maker of automotive seals with about 400 employees, applied for insolvency in early December 2025, citing the insolvency of its US parent group First Brands. On December 2, 2025 the Hildesheim local court appointed Rainer Eckert provisional insolvency administrator; production continued and Meteor group companies outside Germany were not affected. ^{3 5 4}

analysisThe December 2025 German press overview said Westfalia-Automotive, a maker of trailer hitches, depended financially on its parent: a letter of comfort (Patronatserklärung) was meant to secure its liquidity, and its auditor had warned in the previous annual accounts of shortfalls if that support stopped. The annual accounts themselves are not in the retained record. Industry sources quoted in the same report described Westfalia as profitable and liquid enough to manage without funds from the US parent for the time being, and a separation from the group was considered possible. German register data for Westfalia-Automotive GmbH (Gütersloh local court, HRB 8808), as rendered by a data aggregator that does not verify the direction of links, show a current 100% link to Westfalia-Automotive Holding GmbH, record an earlier consolidation of Westfalia-Automotive GmbH in the holding company as its parent, and name Tomasz Marcin Sgaslik as managing director of both companies; the US holding companies above them are not shown there. ^{2 8}

analysisTwo Canadian subsidiaries went bankrupt after First Brands' accelerated marketing process, launched on January 5, 2026, drew no bids for the Canadian entities; their directors had been told that operations would cease on April 30, 2026 without further funding. FRAM Group (Canada) Inc., a Toronto-based sales and distribution company of the FRAM filter group (acquired by First Brands in March 2019), made an assignment for the general benefit of creditors under the Bankruptcy and Insolvency Act on April 30, 2026, reporting assets of about $4.5 million and liabilities of about $4.9 million. The Official Receiver's certificate gives May 1, 2026, 07:10 as the date and time of bankruptcy (estate no. 31-3367690) and appoints TDB Restructuring Limited as licensed insolvency trustee, with the first creditors' meeting set for May 19, 2026. ^{1 2 3 4 5}

analysisHopkins Canada, Inc., of the Hopkins accessories group (acquired by First Brands in November 2023), had converted its Blenheim plant into a warehouse around April 2026. It filed an assignment in bankruptcy on May 4, 2026, reporting assets of about $6.3 million and liabilities of about $6.6 million, and TDB Restructuring Limited was appointed trustee by the Official Receiver. ^{1 2}