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International Automotive Components Group North America to Acquire Lear’s North American Interior Systems Division

International Automotive Components (IAC) Group North America has announced it will acquire Lear Corp.’s North American Interior Systems Division. IAC NA is a joint venture between WL Ross & Co. LLC, Franklin Mutual Advisers, LLC and Lear. Upon closing, Lear will transfer all of the assets of its North American interiors business and $25 million of cash to IAC NA. WL Ross and Mutual Series will collectively contribute $75 million of cash and extend a $50 million term loan to IAC NA. Lear will hold 25 percent of the stock in IAC NA and warrants for an additional 7 percent equity interest.

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NEW YORK — International Automotive Components (IAC) Group North America has announced it will acquire Lear Corp.’s North American Interior Systems Division.

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IAC NA is a joint venture between WL Ross & Co. LLC, Franklin Mutual Advisers, LLC and Lear. Upon closing, Lear will transfer all of the assets of its North American interiors business and $25 million of cash to IAC NA. WL Ross and Mutual Series will collectively contribute $75 million of cash and extend a $50 million term loan to IAC NA. Lear will hold 25 percent of the stock in IAC NA and warrants for an additional 7 percent equity interest.

The operations being acquired by IAC NA include 26 plants located in the United States, Canada and Mexico with revenues of approximately $2.5 billion. The facilities supply cockpits, door panels, flooring and acoustics, instrument panels, interior trim and overhead systems to various original equipment manufacturers.

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The transaction is subject to certain conditions including regulatory approval and other customary closing conditions, but is expected to close in the first quarter of 2007.

Goldman Sachs & Co. and Jones Day advised IAC NA on the transaction.

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