Who owns First Brands Group: the holding chain and its ultimate owner

analysisThe debtors' consolidated corporate ownership statement, filed with the Chapter 11 petitions on September 28, 2025, sets out the chain above First Brands Group, LLC. First Brands Group Holdings, LLC is owned 66% by Viceroy Private Capital, LLC, itself a debtor, and 33% and 1% respectively by Brake Parts Holdings, Inc. and Aztec Corporation, both non-debtors; the non-debtor Mayfair Enterprises, LLC owns 100% of the membership interests in Viceroy. Holdings owns, directly or indirectly, 100% of all debtors other than the Viceroy debtors. The petition's list of equity holders names First Brands Group Intermediate, LLC, of 127 Public Square, Suite 5300, Cleveland, as the holder of 100% of the units of First Brands Group, LLC, and a docket summary records that Intermediate is wholly owned by Holdings. ^{1 2}

analysisFirst Brands Group Intermediate, LLC was formerly named Trico Group Holdings, LLC and is the parent party to the group's asset-based lending (ABL) credit agreement, under which First Brands Group, LLC is a borrower. The debtors stated that, to the best of their knowledge and belief, no corporation other than those listed directly or indirectly owns 10% or more of the membership interests of any debtor. According to the chief restructuring officer's first-day declaration, the four parent entities, First Brands Group Holdings, First Brands Group Intermediate, First Brands Group, LLC and Viceroy Private Capital, each had a board of managers made up of Patrick James, Stephen Graham and Shekhar Kumar as managers and Neal Goldman and William Transier as independent managers. ^{3 2 1}

analysisThe ownership statement places the group's off-balance-sheet special purpose vehicles (SPVs) outside the First Brands Group, LLC chain. Viceroy Private Capital, LLC owns, directly or indirectly, 100% of twenty debtors, including Broad Street Financial Holdings, LLC, Broad Street Financial, LLC, Carnaby Capital Holdings, LLC, Carnaby FA, LLC, Carnaby Inventory II, LLC, Carnaby Inventory III, LLC, Carnaby Inventory IV, LLC, Global Assets GmbH, Global Assets LLC, Patterson Inventory, LLC and Starlight Inventory I, LLC and their holding companies. The first-day declaration states that the obligors on the off-balance-sheet obligations are subsidiaries of Viceroy and Carnaby Capital Holdings, LLC and not of First Brands Group, LLC. ^{1 2}

analysisThe split carries over to the debt. As of the petition date, the first-day declaration says, First Brands Group Holdings, LLC and its debtor subsidiaries held approximately $6.1 billion of on-balance-sheet funded debt, while Viceroy Private Capital, LLC and its debtor subsidiaries held approximately $2.3 billion of off-balance-sheet financings incurred through the SPVs; the debtors also had approximately $800 million of unsecured supply-chain-financing liabilities and approximately $2.3 billion of factoring liabilities. Viceroy's stake in Holdings was itself partly pledged: under a third forbearance of June 30, 2025, which restructured the payment schedules owed to Onset Financial, Inc., Viceroy pledged 15% of its membership interests in First Brands Group Holdings, LLC to Onset. After a $570 million payment was missed, Onset delivered a notice of default and acceleration on September 9, 2025. ¹

analysisThe debtors' first-day declaration states that the company's equity is owned 100% by its founder and sole equity holder and that each of the 112 debtor entities is 100% indirectly owned by the founder, without naming that person in these passages. The debtors' verified adversary complaint of November 3, 2025 states that Patrick James founded First Brands in 2013 and that the group, spanning five continents and more than 100 entities, is entirely 100% indirectly owned by James. At a hearing in that suit on November 10, 2025, the debtors' chief restructuring officer, Charles Moore, testified that the entities "eventually roll up to ownership by Mr. Patrick James" and, asked whether James was the sole owner of each of them, answered: "That's my understanding." ^{1 2 3}

analysisFilings made before the bankruptcy say the same. In the tender offer document for Horizon Global filed with the SEC on January 9, 2023, First Brands Group, LLC disclosed that Patrick James was its sole owner, listed James as its controlling person, a director, Chairman and Chief Executive Officer, and stated that James had been a board member, Chairman and Chief Executive Officer for more than five years. In a merger notification received by the European Commission on February 12, 2025 (case M.11892), the notifying parties stated that Global Technologies Partners, LLC, whose 100% subsidiary Global Technologies S.à r.l. was to acquire sole control of Novares Group SAS, is ultimately owned by Patrick James, who is also the ultimate owner of First Brands Group, LLC. The notifying parties prepared that description under their sole responsibility, and the Commission states that it does not prejudge its view of the transaction. ^{4 5 6}

analysisTwo records describe the ownership without the intermediate layers. In a motion to dismiss the estate's complaint dated December 15, 2025, counsel for Patrick James described First Brands Group Holdings, LLC as a Delaware limited liability company owned by Mr. James and argued that the complaint did not account for this structure. The motion does not state the intermediate holders, whereas the debtors' ownership statement lists Viceroy Private Capital, Brake Parts Holdings and Aztec Corporation as the direct members of Holdings. The GLEIF record of First Brands Group, LLC names no parent entity at all: for both its direct and its ultimate accounting consolidation parent it declares the reporting exception "NATURAL_PERSONS". ^{3 7}

analysisNo official document in the record names the owners of the three direct holders, Mayfair Enterprises, LLC, Brake Parts Holdings, Inc. and Aztec Corporation. A press report on the agreed order of October 8, 2025 between the debtors, Patrick James and the three equity holders stated, citing the organisational chart in the debtors' first-day papers, that these entities are direct and indirect owners of the debtors' equity and that James is the direct owner of the equity holders. That is a single press account of the chart: the retained text of the organisational chart attached to the petition shows an "Equity Owner" box above Aztec Corporation (Ohio), Brake Parts Holdings, Inc. and Mayfair Enterprises, LLC without a legible name. ^{1 2}

analysisUnder that order, entered by Judge Christopher Lopez, James and the equity holders agreed to preserve the debtors' approximately $380 million of federal net operating loss carryforwards, part of which is subject to prior limitations, and not to take any action that could cause an ownership change; the order is known from a report summarising it and is not itself retained. Mayfair Enterprises, LLC also appears on the bankruptcy docket as a creditor, represented by its own counsel. ^{1 3}