MPG / Metaldyne Performance Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Calculation of Filing Fee Tables Form S-3 (Form Type) American Axle & Manufacturing, Inc. (Exact Name of Registrant as Specified in its Charter) American Axle & Manufacturing Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table

EX-FILING FEES 6 tm2229995d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) American Axle & Manufacturing, Inc. (Exact Name of Registrant as Specified in its Charter) American Axle & Manufacturing Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Clas

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on November 10, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Calculation of the Registration Fee

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(2)? ?Registration No. 333-236448? ? Calculation of the Registration Fee ? ? Title of Each Class of Securities Offered ? ? ? Maximum Aggregate Offering Price ? ? ? Amount of Registration Fee(1) ? ? 5.000% Notes due October 1, 2029 ? ? ? ? $ 600,000,000 ? ? ? ? ? $ 65,460 ? ? ? (1) Calculated in accordance with Rule 457(r) of the Securities Act of 193

American Axle & Manufacturing, Inc. Pricing Term Sheet

Filed Pursuant to Rule 433 Registration No. 333-236448 Dated: August 16, 2021 American Axle & Manufacturing, Inc. Pricing Term Sheet Issuer: American Axle & Manufacturing, Inc. Guaranteed by: American Axle & Manufacturing Holdings, Inc. and certain of its subsidiaries Face: $600,000,000 Net Proceeds to Issuer Before Expenses: $592,500,000 Maturity: October 1, 2029 Coupon: 5.000% Price: 100.000% of

Subject to completion, dated August 16, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

American Axle & Manufacturing, Inc. Pricing Term Sheet Issuer: American Axle & Manufacturing, Inc. Guaranteed by: American Axle & Manufacturing Holdings, Inc. and certain of its subsidiaries Face: $400,000,000 Net Proceeds to Issuer Before Expenses:

Filed Pursuant to Rule 433 Registration No. 333-236448 Dated: June 9, 2020 American Axle & Manufacturing, Inc. Pricing Term Sheet Issuer: American Axle & Manufacturing, Inc. Guaranteed by: American Axle & Manufacturing Holdings, Inc. and certain of its subsidiaries Face: $400,000,000 Net Proceeds to Issuer Before Expenses: $395,000,000 Maturity: July 1, 2028 Coupon: 6.875% Price: 100.000% of face

Calculation of the Registration Fee Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 6.875% Senior Notes due 2028 $400,000,000 $51,920

Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

Subject to completion, dated June 9, 2020

Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

As filed with the Securities and Exchange Commission on February 14, 2020

S-3ASR 1 a2240723zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on February 14, 2020 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Axle & Manufacturing, Inc. (Exact name of re

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee for the Debt Securities

EX-25.1 5 a2240723zex-251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its chart

Calculation of the Registration Fee Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 6.250% Senior Notes due 2026 $400,000,000 $49,800

Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

American Axle & Manufacturing, Inc. Pricing Term Sheet

Filed Pursuant to Rule 433 Registration No. 333-217033 Dated: March 12, 2018 American Axle & Manufacturing, Inc. Pricing Term Sheet Issuer: American Axle & Manufacturing, Inc. Guaranteed by: American Axle & Manufacturing Holdings, Inc. and certain subsidiaries Face: $400,000,000 Net Proceeds to Issuer Before Expenses: $394,500,000 Maturity: March 15, 2026 Coupon: 6.250% Price: 100.000% of face amo

Subject to completion, dated March 12, 2018

424B3 1 a2234792z424b3.htm 424B3 Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 217033 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities ha

Opinion of Shearman & Sterling LLP as to legality of the Subsidiary Guarantees

Exhibit 5.3 599 LEXINGTON AVENUE NEW YORK, NY 10022-6069 +1.212.848.4000 March 12,2018 American Axle & Manufacturing Holdings, Inc. American Axle & Manufacturing, Inc. One Dauch Drive Detroit, Michigan 48211 American Axle & Manufacturing Holdings, Inc. American Axle & Manufacturing, Inc. Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as

Opinion of David E. Barnes, General Counsel of American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc., as to the legality of the Subsidiary Guarantees

Exhibit 5.4 March 12, 2018 American Axle & Manufacturing Holdings, Inc. American Axle & Manufacturing, Inc. One Dauch Drive Detroit, Michigan 48211 American Axle & Manufacturing Holdings, Inc. American Axle & Manufacturing, Inc. Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 Ladies and Gentlemen: Reference is made to Post-Effective Amendment No. 1 to the Registration Stat

Statement of computation of ratios of earnings to fixed charges of American Axle & Manufacturing Holdings, Inc.

EX-12 4 a2234673zex-12.htm EX-12 Exhibit 12 EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. Year Ended December 31, 2017 2016 2015 2014 2013 (Unaudited) (in millions, except for ratios) Fixed Charges: Interest expense, including amortization of debt issuance costs $ 195.6 $ 93.4 $ 99.2 $ 99.9 $ 115.9 Other fixed charges (a) 30.9 14.6 12.1

AXL / American Axle & Manufacturing Holdings, Inc. POSASR

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 12, 2018 Registration No.

Offers to Exchange $700,000,000 Outstanding 6.250% Senior Notes due 2025 for Registered 6.250% Senior Notes due 2025 and $500,000,000 Outstanding 6.500% Senior Notes due 2027 for Registered 6.500% Senior Notes due 2027

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos.

Certificate of Incorporation of ASP HHI Intermediate Holdings II, Inc.

Exhibit 3.53 State of Delaware Secretary of State Division of Corporations Delivered 12:27 PM 08/24/2012 FILED 12:17 PM 08/24/2012 SRV 120968710 - 5203405 FILE CERTIFICATE OF INCORPORATION OF ASP HHI INTERMEDIATE HOLDINGS II, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST

By-laws of ASP HHI Acquisition Co., Inc.

Exhibit 3.56 BYLAWS OF ASP HHI ACQUISITION CO., INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall

Limited Liability Company Agreement of Forging Holdings, LLC

EX-3.58 56 a2234037zex-358.htm EX-3.58 Exhibit 3.58 LIMITED LIABILITY COMPANY AGREEMENT OF FORGING HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 24, 2008 of Forging Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member”

Amended and Restated Limited Liability Company Agreement of HHI FormTech Holdings, LLC

EX-3.65 63 a2234037zex-365.htm EX-3.65 Exhibit 3.65 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI FormTech Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability c

Certificate of Formation of HHI Forging, LLC

EX-3.66 64 a2234037zex-366.htm EX-3.66 Exhibit 3.66 State of Delaware Secretary of State Division of Corporations Delivered 04:05 PM 08/30/2005 FILED 03:51 PM 08/30/2005 SRV 050714574 - 4023058 FILE CERTIFICATE OF INCORPORATION of HEPHAESTUS INTERMEDIATE HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “Gene

Certificate of Formation of Gearing Holdings, LLC

Exhibit 3.69 State of Delaware Secretary of State Division of Corporations Delivered 01:41 PM 10/30/2009 FILED 01:36 PM 10/30/2009 SRV 090978852 - 4748001 FILE CERTIFICATE OF FORMATION OF GEARING HOLDINGS, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is Gearing Holdings, LLC. 2. The address of the registered office in the State of Delaware is Corporation Trust Ce

By-laws of MSP Industries Corporation

Exhibit 3.13 BYLAWS OF MSP INDUSTRIES CORPORATION (formerly W-F Industries, Inc.) I. SHAREHOLDERS. Section 1.1 Place of Meeting. Any and all meetings of the shareholders of this Corporation may be held within or without the state of Michigan, provided that no meeting shall be held at a place other than the corporate office in Michigan except pursuant to bylaw or resolution adopted by the Board of

Code of Regulations of Cloyes Gear and Products, Inc.

Exhibit 3.99 CODE OF REGULATIONS OF CLOYES GEAR AND PRODUCTS, INC.(1) (the ?Corporation?) ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date in the month of June of each year as may be fixed by the Board of Directors and stated in the notice of the meeting, for the election of directors, the consideration of

Certificate of Formation of Metaldyne, LLC

Exhibit 3.89 State of Delaware Secretary of State Division of Corporations Delivered 01:31 PM 09/17/2009 FILED 01:31 PM 09/17/2009 SRV 090862996 - 4731825 FILE CERTIFICATE OF FORMATION OF METALDYNE, LLC This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. ?

By-laws of ASP MD Holdings, Inc.

Exhibit 3.82 BYLAWS OF ASP MD HOLDINGS, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determi

Limited Liability Company Agreement of Cloyes Gear Holdings, LLC

EX-3.73 71 a2234037zex-373.htm EX-3.73 Exhibit 3.73 LIMITED LIABILITY COMPANY AGREEMENT OF CLOYES GEAR HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 30, 2009 of Cloyes Gear Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Gearing Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Ma

Amended and Restated Limited Liability Company Agreement of HHI Forging, LLC

Exhibit 3.68 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORGING, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of HHI Forging, LLC, a Delaware limited liability company (the ?Company?), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member?

Certificate of Incorporation of ASP HHI Acquisition Co., Inc.

Exhibit 3.55 State of Delaware Secretary of State Division of Corporations Delivered 12:28 PM 08/24/2012 FILED 12:13 PM 08/24/2012 SRV 120968678 - 5203397 FILE CERTIFICATE OF INCORPORATION OF ASP HH1 ACQUISITION CO., INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST: The nam

Certificate of Formation of Metaldyne M&A Bluffton, LLC

EX-3.29 27 a2234037zex-329.htm EX-3.29 Exhibit 3.29 State of Delaware Secretary of State Division of Corporations Delivered 01:33 PM 09/17/2009 FILED 01:23 PM 09/17/2009 SRV 090863081 - 4731796 FILE CERTIFICATE OF FORMATION OF METALDYNE M&A BLUFFTON, LLC This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the

By-laws of MPG Holdco I Inc.

Exhibit 3.26 BYLAWS OF MPG HOLDCO I INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

Articles of Organization of The Mesh Company, LLC

Exhibit 3.125 Arkansas Secretary of State Mark Martin State Capitol Building ? Little Rock, Arkansas 72201-1094 ? 501.682.3409 I, Mark Martin, Arkansas Secretary of State of the State of Arkansas, and as such, keeper of the records of domestic and foreign corporations, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of All Corporate records

Second Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

Exhibit 3.119 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI HOLDINGS, LLC A Delaware Limited Liability Company This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of December 2, 2009 of HHI Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Group Holdings, LLC, a Delaware limited liability compa

Certificate of Formation of HHI Holdings, LLC

Exhibit 3.116 State of Delaware Secretary of State Division of Corporations Delivered 01:29 PM 04/24/2008 FILED 01:29 PM 04/24/2008 SRV 080467630 - 4538529 FILE CERTIFICATE OF FORMATION OF HHI HOLDINGS, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is HHI Holdings, LLC. 2. The address of the registered office in the State of Delaware is 615 South DuPont Highway, C

Limited Liability Company Agreement of Shop IV Subsidiary Investment (Grede), LLC

EX-3.115 113 a2234037zex-3115.htm EX-3.115 Exhibit 3.115 LIMITED LIABILITY COMPANY AGREEMENT OF SHOP IV SUBSIDIARY INVESTMENT (GREDE), LLC a Delaware limited liability company This Limited Liability Company Agreement (this “Agreement”) of Shop IV Subsidiary Investment (Grede), LLC, a Delaware limited liability company (the “Company”), dated as of May , 2017 (the “Execution Date”), is entered into

Certificate of Formation of Shop IV Subsidiary Investment (Grede), LLC

Exhibit 3.114 State of Delaware Secretary of State Division of Corporations Delivered 05:09 PM 10/12/2012 FILED 05:09 PM 10/12/2012 SRV 121125978 - 4781290 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TCW SHOP IV SUBSIDIARY INVESTMENT CORPORATION (GREDE), INC. TCW Shop IV Subsidiary Investment Corporation (Grede), Inc. (hereinafter called the ?corporation?), a corporation organ

Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC

Exhibit 3.109 LIMITED LIABILITY COMPANY AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC This Limited Liability Company Agreement (this ?Agreement?) of ASP Grede Intermediate Holdings LLC is entered into this 25th day of March, 2014 by ASP Grede Holdings LLC (the ?Member?) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. ? 18-101, et seq.), as amended from ti

Limited Liability Company Agreement of HHI Holdings, LLC

Exhibit 3.117 LIMITED LIABILITY COMPANY AGREEMENT OF HHI HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of April 24, 2008, of HHI Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by KPS Special Situations Fund II, L.P., a Delaware limited partnership, its sole and managing member (the ?Member?). WHEREAS, the Company was organized as

By-laws of Metaldyne Performance Group, Inc.

Exhibit 3.24 BYLAWS OF METALDYNE PERFORMANCE GROUP INC. (a Delaware corporation, the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, as the bo

Limited Liability Company Agreement of Metaldyne M&A Bluffton, LLC

Exhibit 3.30 EXECUTION COPY METALDYNE M&A BLUFFTON, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 17, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT

Limited Liability Company Agreement of Jernberg Holdings, LLC

Exhibit 3.76 LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of January 5, 2009 of Jernberg Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHEREAS, the Company w

Certificate of Incorporation of Auburn Hills Manufacturing, Inc.

Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 12:05 PM 07/17/2008 FILED 11:59 AM 07/17/208 SRV 080793766 - 4576301 FILE STATE of DELA WARE CERTIFICATE of INCORPORATION A STOCK CORPORATION ? First: The name of this Corporation is DieTronik, Inc. ? Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange St

By-laws of ASP MD Intermediate Holdings II, Inc.

Exhibit 3.86 BYLAWS OF ASP MD INTERMEDIATE HOLDINGS II, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directo

Amended and Restated By-laws of Auburn Hills Manufacturing, Inc.

Exhibit 3.9 AMENDED AND RESTATED BY-LAWS of AUBURN HILLS MANUFACTURING, INC. (As of December 1, 2017) ARTICLE 1 GENERAL Section 1. The name of the Corporation is Auburn Hills Manufacturing, Inc. pursuant to the Amendment to Certificate of Incorporation filed with the state of Delaware on October 16, 2015. ARTICLE II MEETING OF STOCKHOLDERS Section 1. Place of Meeting. Meetings of the stockholders

As filed with the Securities and Exchange Commission on December 15, 2017

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 15, 2017 Registration No.

Form of Letter to Registered Holders and Depository Trust Company Participants.

Exhibit 99.2 American Axle & Manufacturing, Inc. OFFERS TO EXCHANGE $700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025 FOR REGISTERED 6.250% SENIOR NOTES DUE 2025 AND $500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027 FOR REGISTERED 6.500% SENIOR NOTES DUE 2027 PURSUANT TO THE PROSPECTUS DATED , 2017 THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON , 2017 UNLESS EXTENDED

Amended and Restated Limited Liability Company Agreement of Metaldyne, LLC

Exhibit 3.91 EXECUTION COPY METALDYNE, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 12, 2012 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES

Certificate of Incorporation of ASP MD Intermediate Holdings, Inc.

Exhibit 3.83 State of Delaware Secretary of State Division of Corporations Delivered 11:50 AM 10/16/2012 FILED 11:35 AM 10/16/2012 SRV 121132761 - 5218530 FILE CERTIFICATE OF INCORPORATION OF ASP MD INTERMEDIATE HOLDINGS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST: Th

Certificate of Formation of Impact Forge Holdings, LLC

Exhibit 3.78 State of Delaware Secretary of State Division of Corporations Delivered 11:50 AM 06/12/2006 FILED 11:46 AM 06/12/2006 SRV 060563590 ? 4173202 FILE CERTIFICATE OF INCORPORATION of IMPACT FORGE HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), certifies as follows: 1. Na

Limited Liability Company Agreement of Impact Forge Holdings, LLC

Exhibit 3.79 LIMITED LIABILITY COMPANY AGREEMENT OF IMPACT FORGE HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of January 5, 2009 of Impact Forge Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHEREAS, the C

By-laws of MD Investors Corporation

Exhibit 3.88 BYLAWS OF MD INVESTORS CORPORATION (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall dete

Limited Liability Company Agreement of Metaldyne, LLC

EX-3.90 88 a2234037zex-390.htm EX-3.90 Exhibit 3.90 EXECUTION COPY METALDYNE, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 17, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LA

Certificate of Formation of Gear Design and Manufacturing, LLC

EX-3.92 90 a2234037zex-392.htm EX-3.92 Exhibit 3.92 Stale of Delaware Secretary of State DIVISION of Corporations Delivered 04:48 PM 02/16/2017 FILED 04:48 PM 02/161017 SR 2017077462 · File Number 6318770 STATE OF DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION First: The name of the limited liability company is Gear Design and Manufacturing, LLC. Second: The address of its registered

Certificate of Incorporation of American Axle & Manufacturing, Inc.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations FILED 10:30 AM 10/14/1993 733287015 - 2355170 CERTIFICATE OF INCORPORATION OF American Axle & Manufacturing, Inc. 1. The name of the corporation is: American Axle & Manufacturing, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,

Limited Liability Company Agreement of Grede Holdings LLC

EX-3.105 103 a2234037zex-3105.htm EX-3.105 Exhibit 3.105 EXECUTION VERSION LIMITED LIABILITY COMPANY AGREEMENT GREDE HOLDINGS LLC Effective as of February 3, 2010 TABLE OF CONTENTS Page ARTICLE 1 NAME AND FORMATION OF COMPANY 1 1.1 FORMATION 1 1.2 NAME 2 1.3 EXISTENCE 2 1.4 REGISTERED AGENT AND OFFICE 2 1.5 QUALIFICATION 2 1.6 NO STATE LAW PARTNERSHIP 2 1.7 RATIFICATION OF CERTAIN PRIOR ACTIONS 2

Certificate of Formation of ASP Grede Intermediate Holdings LLC

Exhibit 3.108 State of Delaware Secretary of State Division of Corporations Delivered 06:55 PM 03/25/2014 FILED 06:15 PM 03/25/2014 SRV 140379286 - 5505114 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION This Certificate of Formation of ASP Grede Intermediate Holdings LLC (the ?LLC?) is being duly executed and filed by Eric L. Schondorf, as an authorized person, to form a

Certificate of Merger of Metaldyne Performance Group, Inc.

Exhibit 3.23 State of Delaware Secretary of State Division of Corporations Delivered 08:00 AM 04/06/2017 CERTIFICATE OF MERGER FILED 08:00 AM 04/06/2017 SR 20172302138 - File Number 5547861 MERGING ALPHA SPV I, INC. WITH AND INTO METALDYNE PERFORMANCE GROUP INC. Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the ?DGCL?), the undersigned, a corporation incorpora

Certificate of Incorporation of Metaldyne Powertrain Components, Inc.

Exhibit 3.31 State of Delaware Secretary of State Division of Corporations Delivered 01:31 PM 09/17/2009 FILED 01:15 PM 09/17/2009 SRV 090863028 - 4731786 FILE CERTIFICATE OF INCORPORATION OF METALDYNE POWERTRAIN COMPONENTS, INC. ARTICLE ONE The name of the Corporation is Metaldyne Powertrain Components, Inc. ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware i

Limited Liability Company Agreement of Metaldyne Sintered Ridgway, LLC

Exhibit 3.34 EXECUTION COPY METALDYNE SINTERED RIDGWAY, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 17, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY

Limited Liability Company Agreement of Hephaestus Holdings, LLC

Exhibit 3.61 LIMITED LIABILITY COMPANY AGREEMENT OF HEPHAESTUS HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of January 5, 2009 of Hephaestus Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by Forging Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHEREAS, the

Certificate of Incorporation of AAM International Holdings, Inc.

Exhibit 3.6 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 09/28/1998 981376339 - 2949379 CERTIFICATE OF INCORPORATION of AAM INTERNATIONAL HOLDINGS, INC. The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that: 1. The name of the Corporation

Certificate of Incorporation of ASP HHI Holdings, Inc.

Exhibit 3.49 State of Delaware Secretary of State Division of Corporations Delivered 12:26 PM 08/24/2012 FILED 12:19 PM 08/24/2012 SRV 120968724 ? 5203406 FILE CERTIFICATE OF INCORPORATION OF ASP HHI HOLDINGS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST: The name of th

Limited Liability Company Agreement of Impact Forge Group, LLC

EX-3.47 45 a2234037zex-347.htm EX-3.47 Exhibit 3.47 LIMITED LIABILITY COMPANY AGREEMENT OF IMPACT FORGE GROUP, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Impact Forge Group, LLC, a Delaware limited liability company (the “Company”), is made by Impact Forge Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Ma

Limited Liability Company Agreement of Jernberg Industries, LLC

Exhibit 3.44 LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG INDUSTRIES, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of January 5, 2009 of Jernberg Industries, LLC, a Delaware limited liability company (the ?Company?), is made by Jernberg Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHEREAS, the

Certificate of Formation of Jernberg Industries, LLC

Exhibit 3.43 State of Delaware Secretary of State Division of Corporations Delivered 04:05 PM 08/30/2005 FILED 03:53 PM 08/30/2005 SRV 050714594 ? 4023068 FILE CERTIFICATE OF INCORPORATION of NEW JERNBERG INDUSTRIES, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), certifies as follows: 1.

Certificate of Formation of Metaldyne SinterForged Products, LLC

Exhibit 3.35 State of Delaware Secretary of State Division of Corporations Delivered 01:31 PM 09/17/2009 FILED 01:12 PM 09/17/2009 SRV 090863007 - 4731783 FILE CERTIFICATE OF FORMATION OF METALDYNE SINTERFORGED PRODUCTS, LLC This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Com

By-laws of Colfor Manufacturing, Inc.

EX-3.16 14 a2234037zex-316.htm EX-3.16 Exhibit 3.16 BYLAWS OF COLFOR MANUFACTURING, INC. ARTICLE I OFFICES Section 1. Business Offices. The principal office of the corporation shall be located in Malverne, Ohio. The location of the principal office may be changed, and the corporation may also have offices at such other places both within and without the State of Delaware and Ohio in each case as t

Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC

Exhibit 3.106 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT GREDE HOLDINGS LLC February 5, 2010 TABLE OF CONTENTS Page ARTICLE 1 NAME AND FORMATION OF COMPANY 2 1.1 FORMATION 2 1.2 NAME 2 1.3 EXISTENCE 2 1.4 REGISTERED AGENT AND OFFICE 2 1.5 QUALIFICATION 2 1.6 NO STATE LAW PARTNERSHIP 2 ARTICLE 2 DEFINITIONS 3 2.1 DEFINITIONS 3 ARTICLE 3 PURPOSES AND POWERS OF THE COM

Second Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC

EX-3.107 105 a2234037zex-3107.htm EX-3.107 Exhibit 3.107 EXECUTION VERSION SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREDE HOLDINGS LLC This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede Holdings LLC is entered into this 2nd day of June, 2014, by and among (i) ASP Grede Acquisitionco LLC (the “Managing Member”), and (ii) GSC RI

Certificate of Formation of Impact Forge Group, LLC

Exhibit 3.46 State of Delaware Secretary of State Division of Corporations Delivered 11:50 AM 06/12/2006 FILED 11:44 AM 06/12/2006 SRV 060563583 ? 4173201 FILE CERTIFICATE OF INCORPORATION of IMPACT FORGE GROUP, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), certifies as follows: 1. Name.

Amended and Restated Limited Liability Company Agreement of Impact Forge Group, LLC

Exhibit 3.48 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF IMPACT FORGE GROUP, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Impact Forge Group, LLC, a Delaware limited liability company (the ?Company?), is made by Impact Forge Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?

By-laws of ASP HHI Intermediate Holdings II, Inc.

Exhibit 3.54 BYLAWS OF ASP HHI INTERMEDIATE HOLDINGS II, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Direct

Certificate of Formation of Forging Holdings, LLC

Exhibit 3.57 State of Delaware Secretary of State Division of Corporations Delivered 01:29 PM 04/24/2008 FILED 01:29 PM 04/24/2008 SRV 080467641 - 4538520 FILE CERTIFICATE OF FORMATION OF FORGING HOLDINGS, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is Forging Holdings, LLC. 2. The address of the registered office in the State of Delaware is 615 South DuPont Hig

Amended and Restated Limited Liability Company Agreement of Gearing Holdings, LLC

Exhibit 3.71 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GEARING HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Gearing Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Memb

Operating Agreement of Grede Wisconsin Subsidiaries LLC

Exhibit 3.97 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GREDE WISCONSIN SUBSIDIARIES LLC Dated as of February 2, 2010 OPERATING AGREEMENT FOR GREDE WISCONSIN SUBSIDIARIES LLC A Wisconsin Limited Liability Company THIS OPERATING AGREEMENT is made on February 2, 2010 by and between GREDE WISCONSIN SUBSIDIARIES LLC, a Wisconsin limited liability company, and the Member of the Company who agree

By-laws of Accugear, Inc.

EX-3.18 16 a2234037zex-318.htm EX-3.18 Exhibit 3.18 ACCUGEAR, INC. BYLAWS ARTICLE I MEETING OF STOCKHOLDERS Section 1. Place of Meeting. Meetings of the stockholders of AccuGear, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual Meetings. The annual meeting of stockholders shall be held upo

Articles of Organization of of Rochester Manufacturing, LLC

Exhibit 3.20 APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 12/21/2016 11:49 AM ARTICLES OF ORGANIZATION Formed pursuant to the provisions of the Indiana Business Flexibility Act ARTICLE I - NAME AND PRINCIPAL OFFICE ADDRESS BUSINESS ID 201612211171997 BUSINESS TYPE Domestic Limited Liability Company BUSINESS NAME ROCHESTER MANUFACTURING, LLC PRINCIPAL OFFICE ADDRESS 2903 East Fort Wa

Certificate of Formation of Metaldyne Sintered Ridgway, LLC

Exhibit 3.33 State of Delaware Secretary of State Division of Corporations Delivered 01:32 PM 09/17/2009 FILED 01:20 PM 09/17/2009 SRV 090863056 - 4731791 FILE CERTIFICATE OF FORMATION OF METALDYNE SINTERED RIDGWAY, LLC This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company

Limited Liability Company Agreement of Metaldyne SinterForged Products, LLC

EX-3.36 34 a2234037zex-336.htm EX-3.36 Exhibit 3.36 EXECUTION COPY METALDYNE SINTERFORGED PRODUCTS, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 17, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER AP

List of Subsidiaries

Exhibit 21.1 American Axle & Manufacturing Holdings, Inc. Delaware n/a American Axle & Manufacturing, Inc. Delaware 100 % Colfor Manufacturing, Inc. Delaware 100 % MSP Industries Corporation Michigan 100 % AccuGear, Inc. Delaware 100 % Oxford Forge, Inc. Delaware 100 % Auburn Hills Manufacturing, Inc. Delaware 100 % AAM Travel Services, LLC Michigan 100 % Rochester Manufacturing, LLC Indiana 100 %

Limited Liability Company Agreement of HHI FormTech, LLC (as successor to HHI Funding, LLC)

EX-3.40 38 a2234037zex-340.htm EX-3.40 Exhibit 3.40 LIMITED LIABILITY COMPANY AGREEMENT OF HHI FUNDING, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 12, 2009 of HHI Funding, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” o

Form of Letter to Clients (with form of Instructions to Registered Holder and/or Depository Trust Company Participant).

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 American Axle & Manufacturing, Inc. OFFERS TO EXCHANGE $700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025 FOR REGISTERED 6.250% SENIOR NOTES DUE 2025 AND $500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027 FOR REGISTERED 6.500% SENIOR NOTES DUE 2027 PURSUANT TO THE PROSPECTUS DATED , 2017 THE EXCHANGE OFFERS WILL E

Certificate of Status of Grede Wisconsin Subsidiaries LLC

Exhibit 3.96 United States of America State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services To All to Whom These Presents Shall Come, Greeting: I, Mary Ann McCoshen, Administrator of the Division of Corporate and Consumer Services, Department of Financial Institutions, do hereby certify that GREDE WISCONSIN SUBSIDIARIES LLC is a domestic corporation or a

By-laws of ASP MD Intermediate Holdings, Inc.

Exhibit 3.84 BYLAWS OF ASP MD INTERMEDIATE HOLDINGS, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors

Amended and Restated Limited Liability Company Agreement of Jernberg Holdings, LLC

Exhibit 3.77 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Jernberg Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Mem

Amended and Restated Limited Liability Company Agreement of Cloyes Gear Holdings, LLC

EX-3.74 72 a2234037zex-374.htm EX-3.74 Exhibit 3.74 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLOYES GEAR HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Cloyes Gear Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Gearing Holdings, LLC, a Delaware limited liability compan

Amended and Restated Limited Liability Company Agreement of Forging Holdings, LLC

EX-3.59 57 a2234037zex-359.htm EX-3.59 Exhibit 3.59 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORGING HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Forging Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole

By-laws of ASP HHI Holdings, Inc.

Exhibit 3.50 BYLAWS OF ASP HHI HOLDINGS, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determ

Limited Liability Company Agreement of Punchcraft Machining and Tooling, LLC

Exhibit 3.38 EXECUTION COPY PUNCHCRAFT MACHINING AND TOOLING, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 2, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS

Certificate of Incorporation of Metaldyne Performance Group, Inc.

Exhibit 3.22 State of Delaware Secretary of State Division of Corporations Delivered 03:05 PM 06/09/2014 FILED 02:44 PM 06/09/2014 SRV 140812187 - 5547861 FILE CERTIFICATE OF INCORPORATION OF METALDYNE HOLDINGS INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that: FIRST: The name of t

Certificate of Incorporation of Accugear, Inc.

Exhibit 3.17 State of Delaware Secretary of State Division of Corporations Delivered 02:23 PM 11/07/2008 FILED 02:18 PM 11/07/2008 SRV 081101095 ? 4620772 FILE STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION ? First: The name of this Corporation is AccuGear, Inc. ? Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange St

Third Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

Exhibit 3.120 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI HOLDINGS, LLC A Delaware Limited Liability Company This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of HHI Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Intermediate Group Holdings, LLC, a Delaware limited liabil

Limited Liability Company Agreement of GSC RIII—Grede LLC

Exhibit 3.113 LIMITED LIABILITY COMPANY AGREEMENT OF GSC RIII - GREDE LLC a Delaware limited liability company This Limited Liability Company Agreement (this ?Agreement?) of GSC RIII - Grede LLC, a Delaware limited liability company (the ?Company?), dated as of May , 2017 (the ?Execution Date?), is entered into by ASP Grede Acquisitionco LLC, a Delaware limited liability company (?Acquisitionco? o

Certificate of Formation of GSC RIII—Grede LLC

Exhibit 3.112 State of Delaware Secretary of State Division of Corporations Delivered 06:52 PM 01/28/2010 FILED 06:28 PM 01/28/2010 SRV 100085254 - 4782675 FILE CERTIFICATE OF INCORPORATION OF GSC RIII ? GREDE CORP. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subje

Amended and Restated Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC

Exhibit 3.110 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ASP GREDE INTERMEDIATE HOLDINGS LLC Dated as of July 24, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND USAGE SECTION 1.01. Definitions 1 SECTION 1.02. Usage Generally; Interpretation 8 ARTICLE II ORGANIZATION AND OTHER MATTERS SECTION 2.01. Formation 9 SECTION 2.02. Company Name 9 SECTION 2.03. Business Purpose 9 SEC

Certificate of Formation of HHI FormTech Holdings, LLC

Exhibit 3.63 State of Delaware Secretary of State Division of Corporations Delivered 06:12 PM 09/23/2009 FILED 06:10 PM 09/23/2009 SRV 090880035 - 4733613 FILE CERTIFICATE OF FORMATION OF HHI FORMTECH HOLDINGS, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is HHI Form Tech Holdings, LLC. 2. The address of the registered office in the State of Delaware is Corporati

Amended and Restated Articles of Incorporation of Cloyes Gear and Products, Inc.

Exhibit 3.98 UNITED STATES OF AMERICA, STATE OF OHIO, OFFICE OF SECRETARY OF STATE I, Jon Husted, Secretary of State of the State of Ohio, do hereby certify that the paper to which this is attached is a true and correct copy from the original record now in my official custody as Secretary of State. Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 27th day of March, A.D

Consent of Member and Manager of Gear Design and Manufacturing, LLC

Exhibit 3.94 CONSENT OF MEMBER AND MANAGER OF GEAR DESIGN AND MANUFACTURING, LLC As of February 16, 2017 The undersigned, being the sole member of Gear Design and Manufacturing, LLC, a Delaware limited liability company (the ?Company?) consents to the following resolutions in lieu of a meeting of the Company?s member pursuant to the Delaware Limited Liability Company Act: Appointment of Manager RE

Certificate of Incorporation of ASP MD Intermediate Holdings II, Inc.

Exhibit 3.85 State of Delaware Secretary of State Division of Corporations Delivered 11:49 AM 10/16/2012 FILED 11:26 AM 10/16/2012 SRV 121132704 - 5218372 FILE CERTIFICATE OF INCORPORATION OF ASP MD INTERMEDIATE HOLDINGS II, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST:

Limited Liability Company Agreement of Gearing Holdings, LLC

EX-3.70 68 a2234037zex-370.htm EX-3.70 Exhibit 3.70 LIMITED LIABILITY COMPANY AGREEMENT OF GEARING HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 30, 2009 of Gearing Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Membe

By-laws of AAM International Holdings, Inc.

Exhibit 3.7 Exhibit A AAM INTERNATIONAL HOLDINGS, INC. BY-LAWS ARTICLE I MEETING OF STOCKHOLDERS Section 1. Place of Meeting. Meetings of the stockholders of AAM International Holdings, Inc. (the ?Corporation?) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual Meetings. The annual meeting of stockholders shall be h

Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC

Exhibit 3.41 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of September 30, 2009 of HHI FormTech, LLC, a Delaware limited liability company (the ?Company?), is made by HHI FormTech Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing

Certificate of Formation of HHI FormTech, LLC

Exhibit 3.39 State of Delaware Secretary of State Division of Corporations Delivered 04:08 PM 07/21/2009 FILED 04:04 PM 07/21/2009 SRV 090715679 - 4711859 FILE CERTIFICATE OF FORMATION OF HHI POWERTRAIN, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is HHI Powertrain, LLC. 2. The address of the registered office in the State of Delaware is Corporation Trust Center

Certificate of Formation of Punchcraft Machining and Tooling, LLC

Exhibit 3.37 State of Delaware Secretary of State Division of Corporations Delivered 06:16 PM 10/02/2009 FILED 06:09 PM 10/02/2009 SRV 090907412 - 4738153 FILE CERTIFICATE OF FORMATION OF PUNCHCRAFT MACHINING AND TOOLING, LLC This Certificate of Formation is being executed as of October 2, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Compa

Form of Letter of Transmittal (with accompanying IRS Form W-9 and related Guidelines).

EX-99.1 132 a2234037zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL American Axle & Manufacturing, Inc. OFFERS TO EXCHANGE $700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025 FOR REGISTERED 6.250% SENIOR NOTES DUE 2025 AND $500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027 FOR REGISTERED 6.500% SENIOR NOTES DUE 2027 PURS

Limited Liability Company Agreement of Gear Design and Manufacturing, LLC

Exhibit 3.93 LIMITED LIABILITY COMPANY AGREEMENT OF GEAR DESIGN AND MANUFACTURING, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (?Agreement?) is dated as of [2-16], 2017, and is entered into by and between GEAR DESIGN AND MANUFACTURING, LLC, a Delaware limited liability company (?Company?), and METALDYNE POWERTRAIN COMPONENTS, INC., a Delaware corporation and the sole member of the Company (?Membe

Certificate of Formation of Cloyes Gear Holdings, LLC

Exhibit 3.72 CERTIFICATE OF FORMATION OF CLOYES GEAR HOLDINGS, LLC Pursuant to 6 Del. C. ? 18-201 1. The name of the limited liability company is Cloyes Gear Holdings, LLC. 2. The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corpora

Limited Liability Company Agreement of HHI Forging, LLC

Exhibit 3.67 LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORGING, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of January 5, 2009 of HHI Forging, LLC, a Delaware limited liability company (the ?Company?), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHEREAS, the Company was c

Limited Liability Company Agreement of HHI FormTech Holdings, LLC

Exhibit 3.64 LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH HOLDINGS, LLC This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of September 30, 2009 of HHI FormTech Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Managing Member? or ?Member?). WHE

By-laws of ASP HHI Intermediate Holdings, Inc.

Exhibit 3.52 BYLAWS OF ASP HHI INTERMEDIATE HOLDINGS, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors

Bylaws of American Axle & Manufacturing, Inc.

EX-3.2 3 a2234037zex-32.htm EX-3.2 Exhibit 3.2 Adopted February 26, 1994 Amended October 20, 1994 Amended November 6, 1997 BY-LAWS OF AMERICAN AXLE & MANUFACTURING, INC. ARTICLE I Meetings of Stockholders Section l. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notic

Amended and Restated By-laws of MSP Industries Corporation

Exhibit 3.14 AMENDED AND RESTATED BYLAWS OF MSP INDUSTRIES CORPORATION ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall, until located elsewhere by the Board of Directors, be in the City of Troy, County of Oakland, State of Michigan. SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places both in and outside the State of Michigan as the board

Limited Liability Company Agreement of ASP Grede AcquisitionCo LLC

EX-3.124 122 a2234037zex-3124.htm EX-3.124 Exhibit 3.124 LIMITED LIABILITY COMPANY AGREEMENT OF ASP GREDE ACQUISITIONCO LLC This Limited Liability Company Agreement (this “Agreement”) of ASP Grede Acquisitionco LLC is entered into this 25th day of March, 2014 by ASP Grede Intermediate Holdings LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C

Certificate of Formation of ASP Grede AcquisitionCo LLC

Exhibit 3.123 State of Delaware Secretary of State Division of Corporations Delivered 06:55 PM 03/25/2014 FILED 06:17 PM 03/25/2014 SRV 140379294 - 5505116 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION This Certificate of Formation of ASP Grede Acquisitionco LLC (the ?LLC?) is being duly executed and filed by Eric L. Schondorf, as an authorized person, to form a limited

Certificate of Formation of Grede II LLC

Exhibit 3.121 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 05/24/1994 944092308 - 2405136 CERTIFICATE OF INCORPORATION OF CITATION CORPORATION 1. The name of the corporation is Citation Corporation (the ?Corporation?). 2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of

Certificate of Incorporation of MSP Industries Corporation

Exhibit 3.12 [ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE–CORPORATION AND SECURITIES BUREAU EFFECTIVE DATE FILED Date Received If different than OCT 23 1981 [ILLEGIBLE] OCT 15 1981 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau Corporation Number 2 6 4 – 1 4 4 (SEE INSTRUCTIONS ON REVERSE SIDE) ARTICLES OF INCORPORATION (Domestic Profit Corporation) These Articles of

Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

Exhibit 3.118 HHI HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF APRIL 30, 2008 THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR

Certificate of Formation of Grede Holdings LLC

Exhibit 3.104 State of Delaware Secretary of State Division of Corporations Delivered 11:16 AM 01/07/2010 FILED 11:09 AM 01/07/2010 SRV 100017021 - 4774349 FILE CERTIFICATE OF FORMATION OF GREDE HOLDINGS LLC 1. The name of the limited liability company is: Grede Holdings LLC. 2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the C

Conversion and Contribution Agreement and Stockholder Consent of Grede LLC

Exhibit 3.103 CONVERSION AND CONTRIBUTION AGREEMENT AND STOCKHOLDER CONSENT THIS CONVERSION AND CONTRIBUTION AGREEMENT AND STOCKHOLDER CONSENT (?Agreement?) is dated as of February 4, 2010 by and among Citation Corporation, a Delaware corporation (?Citation?), the holders of all issued and outstanding capital stock of Citation listed on Schedule 1 (?Citation Stockholders?), the holders of certain

Certificate of Organization of Rochester Manufacturing, LLC

EX-3.19 17 a2234037zex-319.htm EX-3.19 Exhibit 3.19 State of Indiana Office of the Secretary of State Certificate of Organization of ROCHESTER MANUFACTURING, LLC I, CONNIE LAWSON, Secretary of State, hereby certify that Articles of Organization of the above Domestic Limited Liability Company have been presented to me at my office, accompanied by the fees prescribed by law and that the documentatio

Certificate of Formation of Metaldyne BSM, LLC

Exhibit 3.27 State of Delaware Secretary of State Division of Corporations Delivered 01:32 PM 09/17/2009 FILED 01:21 PM 09/17/2009 SRV 090863069 - 4731793 FILE CERTIFICATE OF FORMATION OF METALDYNE BSM, LLC This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C

Limited Liability Company Agreement of Grede LLC

Exhibit 3.101 LIMITED LIABILITY COMPANY AGREEMENT OF GREDE LLC This Limited Liability Company Agreement (this ?Agreement?) of Grede LLC, a Delaware limited liability company (the ?Company?) is entered into as of January 18, 2010, by and between Wayzata Opportunities Fund II, L.P., a Delaware limited partnership and the sole member of the Company (the ?Member?) and Wayzata Investment Partners LLC,

Second Amended and Restated Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC

Exhibit 3.111 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC a Delaware limited liability company This Second Amended and Restated Limited Liability Company Agreement (this ?Agreement?) of ASP Grede Intermediate Holdings LLC, a Delaware limited liability company (the ?Company?), dated as of May , 2017 (the ?Execution Date?), is entered into b

Certificate of Incorporation of Colfor Manufacturing, Inc.

Exhibit 3.15 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/20/1996 960181770 - 2634883 CERTIFICATE OP INCORPORATION OF COLFOR, INC. The undersigned hereby establishes a corporation under the General Corporation Law of the State of Delaware, and for such purpose hereby certifies as follows: FIRST. The name of the corporation is Colfor, Inc. SECOND. The address of i

Operating Agreement of Rochester Manufacturing, LLC

Exhibit 3.21 OPERATING AGREEMENT ROCHESTER MANUFACTURING, LLC an Indiana Limited Liability Company THIS OPERATING AGREEMENT (this “Operating Agreement”) is made effective as of January 1, 2017 (the “Effective Date”) by and between ROCHESTER MANUFACTURING, LLC, an Indiana limited liability company (“Company”), and AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (“Member”). ARTICLE 1 ORG

Second Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC

Exhibit 3.42 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH, LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of HHI FormTech, LLC, a Delaware limited liability company (the ?Company?), is made by HHI FormTech Holdings, LLC, a Delaware limited liability company, its sole and managing member (the

Certificate of Formation of Hephaestus Holdings, LLC

Exhibit 3.60 State of Delaware Secretary of State Division of Corporations Delivered 04:05 PM 08/30/2005 FILED 03:49 PM 08/30/2005 SRV 050714561 - 4023055 FILE CERTIFICATE OF INCORPORATION of HEPHAESTUS HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), certifies as follows: 1. Name

Amended and Restated Limited Liability Company Agreement of Hephaestus Holdings, LLC

Exhibit 3.62 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEPHAESTUS HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Hephaestus Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by Forging Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Man

Amended and Restated Limited Liability Company Agreement of Impact Forge Holdings, LLC

Exhibit 3.80 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF IMPACT FORGE HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Impact Forge Holdings, LLC, a Delaware limited liability company (the ?Company?), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the ?Mana

Charter Documents of Grede Wisconsin Subsidiaries LLC

EX-3.95 93 a2234037zex-395.htm EX-3.95 Exhibit 3.95 ARTICLES OF INCORPORATION OF BERLIN FOUNDRY CORPORATION These Articles of Incorporation are executed by the undersigned for the purpose of forming a Wisconsin corporation under Chapter 180 of the Wisconsin Statutes: ARTICLE I The name of the corporation is Berlin Foundry Corporation. ARTICLE II The period of existence of the corporation shall be

Certificate of Incorporation of MD Investors Corporation

EX-3.87 85 a2234037zex-387.htm EX-3.87 Exhibit 3.87 State of Delaware Secretary of State Division of Corporations Delivered 01:19 PM 07/02/2009 FILED 01:05 PM 07/02/2009 SRV 0906670334 - 4705665 FILE CERTIFICATE OF INCORPORATION OF MD INVESTORS CORPORATION ARTICLE ONE The name of the Corporation is MD Investors Corporation. ARTICLE TWO The address of the Corporation’s registered office in the Stat

Certificate of Incorporation of ASP MD Holdings, Inc.

EX-3.81 79 a2234037zex-381.htm EX-3.81 Exhibit 3.81 State of Delaware Secretary of State Division of Corporations Delivered 11:50 AM 10/16/2012 FILED 11:37 AM 10/16/2012 SRV 121132784 - 5218369 FILE CERTIFICATE OF INCORPORATION OF ASP MD HOLDINGS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby

Certificate of Formation of Jernberg Holdings, LLC

Exhibit 3.75 State of Delaware Secretary of State Division of Corporations Delivered 04:05 PM 08/30/2005 FILED 03:52 PM 08/30/2005 SRV 050714583 ? 4023065 FILE CERTIFICATE OF INCORPORATION of JERNBERG HOLDINGS, INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), certifies as follows: 1. Name.

Certificate of Incorporation of ASP HHI Intermediate Holdings, Inc.

Exhibit 3.51 State of Delaware Secretary of State Division of Corporations Delivered 12:27 PM 08/24/2012 FILED 12:16 PM 08/24/2012 SRV 120968698 - 5203400 FILE CERTIFICATE OF INCORPORATION OF ASP HHI INTERMEDIATE HOLDINGS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST: T

Amended and Restated Limited Liability Company Agreement of Jernberg Industries, LLC

Exhibit 3.45 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG INDUSTRIES, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?), dated as of March 11, 2010 of Jernberg Industries, LLC, a Delaware limited liability company (the ?Company?), is made by Jernberg Holdings, LLC, a Delaware limited liability company, its sole and managing member (the ?Ma

Certificate of Incorporation of MPG Holdco I Inc.

Exhibit 3.25 State of Delaware Secretary of State Division of Corporations Delivered 06:06 PM 09/30/2014 FILED 05:46 PM 09/30/2014 SRV 141241091 - 5613080 FILE CERTIFICATE OF INCORPORATION OF MPG HOLDCO I INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the ?DGCL?), hereby certifies that: FIRST: The name of the cor

Second Amended and Restated Operating Agreement of The Mesh Company, LLC

EX-3.126 124 a2234037zex-3126.htm EX-3.126 Exhibit 3.126 SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE MESH COMPANY, LLC The undersigned, being the sole member of The Mesh Company, LLC, an Arkansas limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement (this “Operating Agreement”) of the Company effective the 11th day of March,

Limited Liability Company Agreement of Grede II LLC

Exhibit 3.122 LIMITED LIABILITY COMPANY AGREEMENT GREDE II LLC February 5, 2010 TABLE OF CONTENTS Page ARTICLE 1 NAME AND FORMATION OF COMPANY 2 1.1 FORMATION 2 1.2 NAME 2 1.3 EXISTENCE 2 1.4 REGISTERED AGENT AND OFFICE 2 1.5 PRINCIPAL PLACE OF BUSINESS 2 1.6 QUALIFICATION 2 1.7 NO STATE LAW PARTNERSHIP 2 ARTICLE 2 definitions 3 2.1 definitions 3 ARTICLE 3 PURPOSES AND POWERS OF THE COMPANY 5 3.1

Second Amended and Restated Limited Liability Company Agreement of Grede LLC

EX-3.102 100 a2234037zex-3102.htm EX-3.102 Exhibit 3.102 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT GREDE LLC February 5, 2010 TABLE OF CONTENTS Page ARTICLE 1 NAME AND FORMATION OF COMPANY 2 1.1 FORMATION 2 1.2 NAME 2 1.3 EXISTENCE 2 1.4 REGISTERED AGENT ANE OFFICE 2 1.5 PRINCIPAL PLACE OF BUSINESS 2 1.6 QUALIFICATION 2 1.7 NO STATE LAW PARTNERSHIP 2 ARTICLE 2 DEFINITIONS 3 2

Certificate of Formation of Grede LLC

EX-3.100 98 a2234037zex-3100.htm EX-3.100 Exhibit 3.100 State of Delaware Secretary of State Division of Corporations Delivered 05:41 PM 10/27/2009 FILED 05:03 PM 10/27/2009 SRV 090968808 - 4746558 FILE CERTIFICATE OF FORMATION OF IRON OPERATING, LLC 1. The name of the limited liability company is: Iron Operating, LLC. 2. The address of its registered office in the State of Delaware is: Corporatio

By-laws of Metaldyne Powertrain Components, Inc.

EX-3.32 30 a2234037zex-332.htm EX-3.32 Exhibit 3.32 BY-LAWS OF METALDYNE POWERTRAIN COMPONENTS, INC. A Delaware corporation (Adopted as of September 17, 2009) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware, County of New Castle. The name of the corporation’s registered age

Statement of Eligibility of U.S. Bank National Association on Form T-1.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

Certificate of Incorporation of Oxford Forge, Inc.

Exhibit 3.10 State of Delaware Secretary of State Division of Corporations Delivered 03:48 PM 08/24/2007 FILED 03:31 PM 08/24/2007 SRV 070956117 - 4412877 FILE STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION ? First: The name of this Corporation is Oxford Forge, Inc. ? Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orang

By-laws of Oxford Forge, Inc.

Exhibit 3.11 OXFORD FORGE, INC. BY-LAWS ARTICLE I MEETING OF STOCKHOLDERS Section 1. Place of Meeting. Meetings of the stockholders of Oxford Forge, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual Meetings. The annual meeting of stockholders shall be held upon not less than ten nor more t

Limited Liability Company Agreement of Metaldyne BSM, LLC

Exhibit 3.28 EXECUTION COPY METALDYNE BSM, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 17, 2009 THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD,

Metaldyne Performance Group FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12( g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36774 Metaldyne Performance Group Inc. (Exact name of registrant as spe

Metaldyne Performance Group S-8 POS

S-8 POS 1 a17-110511s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 19, 2017 Registration No. 333-200871 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metaldyne Performance Group Inc. (Exact name of registrant as specified in its charter) Dela

As filed with the Securities and Exchange Commission on April 19, 2017

As filed with the Securities and Exchange Commission on April 19, 2017 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 18, 2017, pursuant to the provisions of Rule 12d2-2 (a).

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION METALDYNE PERFORMANCE GROUP INC. ARTICLE I

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METALDYNE PERFORMANCE GROUP INC. ARTICLE I ? 1.1 Name. The name of this Corporation is Metaldyne Performance Group Inc. ARTICLE II ? 2.1 Address. Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code: 19801. The

METALDYNE PERFORMANCE GROUP INC. ARTICLE I MEETING OF STOCKHOLDERS

EX-3.2 Exhibit 3.2 METALDYNE PERFORMANCE GROUP INC. BYLAWS ARTICLE I MEETING OF STOCKHOLDERS Section 1.1. Place of Meeting. Meetings of the stockholders of Metaldyne Performance Group Inc. (the ?Corporation?) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 1.2. Annual Meetings. The annual meeting of stockholders shall be h

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorporat

American Axle & Manufacturing Holdings CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2017 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Submission of Matters to a Vote of Security Holders

8-K 1 d213854d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2017 Metaldyne Performance Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other juris

METALDYNE PERFORMANCE GROUP INC. EMPLOYMENT AGREEMENT

Exhibit 10.31A METALDYNE PERFORMANCE GROUP INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of July 18, 2016 (the “Effective Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and Thomas M. Dono, Jr. (“Executive). WHEREAS, Company desires to engage the services of the Executive as Executive Vice President – General Counsel and Secretary of the Compa

METALDYNE PERFORMANCE GROUP INC.

EX-12 3 mpg-ex1216.htm EX-12 EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES METALDYNE PERFORMANCE GROUP INC. Year Ended December 31, Successor Period Predecessor Period 2016 2015 2014 2013 2012 2012 (In millions) Earnings Available for Fixed Charges: Income (loss) before tax $ 135.3 173.9 54.2 92.9 (47.1 ) (36.7 ) Add: fixed charges included in earnings: Interest expense 103.5 107.

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to Commission File Number 1-36774 Metaldyne Performan

American Axle & Manufacturing Holdings CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2017 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Other Events

8-K 1 d369383d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other juri

Metaldyne Performance Group FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorpora

American Axle & Manufacturing Holdings CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 28, 2017 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Other Events

8-K 1 d322964d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other juri

Metaldyne Performance Group FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorpora

Metaldyne Performance Group FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorporat

SUBSIDIARIES OF METALDYNE PERFORMANCE GROUP INC.

EXHIBIT 21.1 SUBSIDIARIES OF METALDYNE PERFORMANCE GROUP INC. ASP Grede AcquisitionCo LLC ASP Grede Intermediate Holdings LLC ASP HHI Acquisition Co., Inc. ASP HHI Holdings, Inc. ASP HHI Intermediate Holdings II, Inc. ASP HHI Intermediate Holdings, Inc. ASP MD Holdings, Inc. ASP MD Intermediate Holdings II, Inc. ASP MD Intermediate Holdings, Inc. Bearing Holdings, LLC Brillion Iron Works, Inc. Cit

METALDYNE PERFORMANCE GROUP INC. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS

EX-99.1 4 a2231147zex-991.htm EX-99.1 Exhibit 99.1 METALDYNE PERFORMANCE GROUP INC. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC. Reports of Independent Registered Public Accounting Firms 2 Balance Sheets as of December 31, 2016 and December 31, 2015 4 Statements of Operations for the Years Ended

Metaldyne Performance Group DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 AMERICAN AXLE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-14303 38-3161171 (State or other jurisdiction of incorp

METALDYNE PERFORMANCE GROUP, INC. CHANGE IN CONTROL SEVERANCE PLAN

EX-10.32 4 mpg-ex1032410.htm EX-10.32 EXHIBIT 10.32 METALDYNE PERFORMANCE GROUP, INC. CHANGE IN CONTROL SEVERANCE PLAN 1.PURPOSE This Metaldyne Performance Group, Inc. Change in Control Severance Plan has been established to provide severance protection for selected executive officers and other employees of the Company in the event of certain terminations of employment in connection with a Change

Other Events

8-K 1 d325651d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other juris

METALDYNE PERFORMANCE GROUP INC. 2014 Equity Incentive Plan Restricted Stock Unit Award Agreement

EXHIBIT 10.10E METALDYNE PERFORMANCE GROUP INC. 2014 Equity Incentive Plan Restricted Stock Unit Award Agreement THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and (the “Participant”). A.The Company has adopted the Metaldyne Performance Group Inc. 2014 Equity Inc

Financial Statement Schedule

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 Financial Statement Schedule Valuation and Qualifying Accounts Balance at beginning of period Charged to costs and expenses Charged to other accounts(1) Deductions Balance at end of period (In millions) Allowances on Accounts Receivable Year ended December 31, 2016 $ 11.5 11.3 1.0 (14.7 ) 9.1 Year ended December 31, 201

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Metaldyne Performance Group Inc. Southfield, MI We have audited the internal control over financial reporting of Metaldyne Performance Group Inc. and subsidiaries (the ?Company?) as of December 31, 2016, based on criteria established in Internal Control ? Integrated Framework (2013) i

NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.10F NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of (the “Grant Date”), is entered into between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and (the “Optionee”). A.The Company has adopted the Metaldyne Performance Group Inc. 2014 Equity Incentive Plan, as it may be amended from time to time (the “

Annual Report - MPG-10K-20161231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to Commission File Number 1-36774 Metaldyne Performance Group Inc. (Exact

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements (the "pro forma financial statements") have been prepared to illustrate the effect of the merger. Under the terms of the merger agreement, at the effective time of the merger, each share

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.3 4 d356016dex993.htm EX-99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Metaldyne Performance Group Inc. Southfield, MI We have audited the internal control over financial reporting of Metaldyne Performance Group Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in Internal Con

Consent of Independent Registered Public Accounting Firm

Exhibit 99.5 Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Metaldyne Performance Group Inc.: We consent to the incorporation by reference in the registration statement (No. 333-209036) on Form S-3 and in the registration statement (No. 333-200871) on Form S-8 of Metaldyne Performance Group Inc. of our report dated February 29, 2016, except for the

Financial Statement Schedule

Exhibit 99.2 Financial Statement Schedule Valuation and Qualifying Accounts Balance at beginning of period Charged to costs and expenses Charged to other accounts (1) Deductions Balance at end of period (In millions) Allowances on Accounts Receivable Year ended December 31, 2016 $ 11.5 11.3 1.0 (14.7 ) 9.1 Year ended December 31, 2015 8.0 20.8 (0.1 ) (17.2 ) 11.5 Year ended December 31, 2014 9.0 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 METALDYNE PERFORMAN

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorporat

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC. Reports of Independent Registered Public Accounting Firms 2 Balance Sheets as o

EX-99.1 2 d356016dex991.htm EX-99.1 Exhibit 99.1 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC. Reports of Independent Registered Public Accounting Firms 2 Balance Sheets as of December 31, 2016 and December 31, 2015 4 Statements of Operations for the Years Ended December 31,

Financial Statement Schedule

EX-99.2 3 d356016dex992.htm EX-99.2 Exhibit 99.2 Financial Statement Schedule Valuation and Qualifying Accounts Balance at beginning of period Charged to costs and expenses Charged to other accounts (1) Deductions Balance at end of period (In millions) Allowances on Accounts Receivable Year ended December 31, 2016 $ 11.5 11.3 1.0 (14.7 ) 9.1 Year ended December 31, 2015 8.0 20.8 (0.1 ) (17.2 ) 11.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.4 5 d356016dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-200871 on Form S-8 and Registration Statement No. 333-209036 on Form S-3 of our reports dated March 2, 2017 relating to the consolidated financial statements and financial statement schedule of Metaldyne Performance

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC. Reports of Independent Registered Public Accounting Firms 2 Balance Sheets as o

EX-99.1 2 d356016dex991.htm EX-99.1 Exhibit 99.1 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC. Reports of Independent Registered Public Accounting Firms 2 Balance Sheets as of December 31, 2016 and December 31, 2015 4 Statements of Operations for the Years Ended December 31,

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.3 4 d356016dex993.htm EX-99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Metaldyne Performance Group Inc. Southfield, MI We have audited the internal control over financial reporting of Metaldyne Performance Group Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in Internal Con

Consent of Independent Registered Public Accounting Firm

EX-99.5 6 d356016dex995.htm EX-99.5 Exhibit 99.5 Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Metaldyne Performance Group Inc.: We consent to the incorporation by reference in the registration statement (No. 333-209036) on Form S-3 and in the registration statement (No. 333-200871) on Form S-8 of Metaldyne Performance Group Inc. of our report dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 METALDYNE PERFORMAN

425 1 d356016d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other juris

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-200871 on Form S-8 and Registration Statement No. 333-209036 on Form S-3 of our reports dated March 2, 2017 relating to the consolidated financial statements and financial statement schedule of Metaldyne Performance Group Inc. and subsidiaries, and th

MPG Reports 2016 Results; Strong Cash Flow, Continued Strong EBITDA Margins

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Metaldyne Performance Group 8-K Q4 AND YTD EARNINGS RELEASE (Current Report/Significant Event)

mpg-8k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 February 24, 2017 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-3

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. LENDER PRESENTATION FEBRUARY 23, 2017 Today’s Presenters * David Dauch – Chairman of the Board & Chief Executive OfficerChristopher May – Vice President & Chief Financial OfficerShannon Curry – TreasurerJa

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. LENDER PRESENTATION FEBRUARY 23, 2017 Today?s Presenters * David Dauch ? Chairman of the Board & Chief Executive OfficerChristopher May ? Vice President & Chief Financial OfficerShannon Curry ? TreasurerJason Parsons ? Director, Investor Relations American Axle J.P. Morgan David Walker ? Managing DirectorGeoff Benson ? Managing Director 2016 AAM Highlig

Metaldyne Performance Group CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 23, 2017 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

MPG / Metaldyne Performance Group, Inc. / ASP MD Investco LP - ASP MD INVESTCO L.P. SC 13GA NO 2 12-31-2016 (METALDYNE PERFORMANCE GROUP INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Metaldyne Performance Group Inc. (Name of Issuer) Common Stock $0.001 par value per share (Title of Class of Securities) 59116R107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

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Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) American Axle & Manufacturing Inc. January 11, 2017 10:35 AM EST Speaker ID: Page 1 American Axle & Manuf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2017 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

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Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) 2016 BANK OF AMERICA MERRILL LYNCH LEVERAGED FINANCE CONFERENCE NOVEMBER 30, 2016 Some of the information

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2016 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-14303 38-3161171 (State or other jurisdiction of incorpo

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 METALDYNE PERFORMANCE GROUP INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 59116R107 (CUSIP Number) American Axle & Manufacturing Holdings, Inc. One Dauch Drive Detroit, Michigan 48211-1198 Attn: David E. Barnes (313) 758-2000

Metaldyne Performance Group CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-14303 38-3161171 (State or other jurisdiction of incorpor

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EX-10.1 3 ss17914ex1001.htm VOTING AGREEMENT Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”) is entered into as of November 3, 2016, among American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Parent”), and ASP MD Investco LP, a Delaware limited partnership (“Stockholder”). Capitalized terms used but not defined herein shall have the meanin

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EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., ALPHA SPV I, INC. and METALDYNE PERFORMANCE GROUP INC. Dated as of November 3, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 14 Section 1.03 Interpretation; Headings 15 ARTICLE II THE MERGER Section

Metaldyne Performance Group 425 (Prospectus)

425 Filed by Metaldyne Performance Group Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Metaldyne Performance Group Inc.; American Axle & Manufacturing Holdings, Inc. Commission File No.: 001-36774 The following is a transcript from the November 3, 2016 American

Metaldyne Performance Group RULE 425 (Prospectus)

Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) Company Name: American Axle & Mfg. Company Ticker: AXL US Date: 2016-11-03 Event Description: Q3 2016 Ear

Metaldyne Performance Group 425 (Prospectus)

425 Filed by Metaldyne Performance Group Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Metaldyne Performance Group Inc.; American Axle & Manufacturing Holdings, Inc. Commission File No.: 001-36774 The following letter was sent via email to certain suppliers of M

Metaldyne Performance Group 425 (Prospectus)

425 Filed by Metaldyne Performance Group Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Metaldyne Performance Group Inc.; American Axle & Manufacturing Holdings, Inc. Commission File No.: 001-36774 The following letter was sent by George Thanopoulos, the Chief Ex

Metaldyne Performance Group 425 (Prospectus)

425 Filed by Metaldyne Performance Group Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Metaldyne Performance Group Inc.; American Axle & Manufacturing Holdings, Inc. Commission File No.: 001-36774 The following letter was sent via email to certain customers of M

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EX-2.2 Exhibit 2.2 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is entered into as of November 3, 2016, among American Axle & Manufacturing Holdings, Inc., a Delaware corporation (?Parent?), and ASP MD Investco LP, a Delaware limited partnership (?Stockholder?). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger

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8-K 1 d264480d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdi

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AAM Announces Acquisition of MPG Creates a well-diversified, global leader in advanced powertrain, drivetrain and driveline solutions Expected to deliver annual cost synergies in the range of $100 million to $120 million

EX-99.1 4 d264480dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release AAM Announces Acquisition of MPG Creates a well-diversified, global leader in advanced powertrain, drivetrain and driveline solutions Expected to deliver annual cost synergies in the range of $100 million to $120 million DETROIT, MI and SOUTHFIELD, MI, November 3, 2016 – American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE

AGREEMENT AND PLAN OF MERGER by and among AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., ALPHA SPV I, INC. METALDYNE PERFORMANCE GROUP INC. Dated as of November 3, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS Section 1.01 Certain Defined Terms

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Exhibit 2.2 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”) is entered into as of November 3, 2016, among American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Parent”), and ASP MD Investco LP, a Delaware limited partnership (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreem

AAM Announces Acquisition of MPG Creates a well-diversified, global leader in advanced powertrain, drivetrain and driveline solutions Expected to deliver annual cost synergies in the range of $100 million to $120 million

EX-99.1 Exhibit 99.1 For Immediate Release AAM Announces Acquisition of MPG Creates a well-diversified, global leader in advanced powertrain, drivetrain and driveline solutions Expected to deliver annual cost synergies in the range of $100 million to $120 million DETROIT, MI and SOUTHFIELD, MI, November 3, 2016 ? American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) and Metaldyne Perform

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8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 METALDYNE PERFORMANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36774 47-1420222 (State or other jurisdiction of incorporatio

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10-Q 1 mpg-10q20161002.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 2, 2016 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fr

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AAM?S ACQUISITION OF MPG (METALDYNE PERFORMANCE GROUP) Increased Global Scale ? Expanded Product Portfolio ? Accelerated Diversification ? Enhanced Cash Flow Generation Filed by American Axle & Manufacturing Holdings, Inc.

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Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) November 3, 2016 AAM Team, Today is an exciting day for AAM. This morning we announced that AAM has enter

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CONFIDENTIAL Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) COMMUNICATION MATERIALS NOVEMBER 3, 2016 Communication Materials November 3, 2016 Table of C

Metaldyne Performance Group RULE 425 (Prospectus)

Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) November 3, 2016 Dear [Supplier]: We are pleased to announce AAM has entered into a definitive agreement

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Filed by American Axle & Manufacturing Holdings, Inc. (Commission File No. 1-14303) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Metaldyne Performance Group Inc. (Commission File No: 1-36774) November 3, 2016 Dear [Customer]: We are pleased to announce that AAM has entered into a definitive agree

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mpg-8k20161002.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 3, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-36

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8-K 1 mpg-8k20160927.htm 8-K - DEUTSCHE BANK LEVERAGED FINANCE CONFERENCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 27, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAW

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mpg-8k20160912.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 12, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-

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mpg-8k20160902.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 2, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-3

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 August 3, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 3, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-367

July 21, 2016

mpg-ex16123.htm Exhibit 16.1 July 21, 2016 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are the principal accountants for Metaldyne Performance Group Inc. and, under the date of February 29, 2016, we reported on the consolidated financial statements of Metaldyne Performance Group Inc. and subsidiaries as of and for the years ended December 31, 2015 and 2014 an

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8-K 1 mpg-8k20160720.htm 8-K CHANGE IN AUDITORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTIO

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8-K 1 mpg-8k20160620.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 20, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION)

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Submission of Matters to a Vote of Security Holders

8-K 1 mpg-8k20160525.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 16, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC.

Goldman Sachs Leveraged Finance Conference May 17, 2016

Exhibit 99.1 Goldman Sachs Leveraged Finance Conference May 17, 2016 Disclaimer This presentation and any related statements contain certain ?forward - looking statements? about MPG?s financial results and esti mates and business prospects within the meaning of the Private Securities Litigation Reform Act of 1995. Forward - looking statements may b e identified by words such as ?expects,? ?intends

Metaldyne Performance 10-Q (Quarterly Report)

10-Q 1 mpg-10q20160403.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 3, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 5, 2016 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) METALDYNE PERFORMANCE GROUP INC.

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EX-99.1 2 mpg-ex9916.htm EX-99.1 Exhibit 99.1 MPG Reports 2016 First Quarter Results; Announces $0.55 Adjusted EPS and Re-affirms Guidance for 2016 Southfield, Mich., May 5, 2016 - Metaldyne Performance Group Inc. (NYSE: MPG), a leading provider of highly-engineered components for use in powertrain and safety-critical platforms for the global light, commercial and industrial vehicle markets, today

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