Ultinon Motion Holding: $238M FBG Acquisition Collapses Into Litigation Trust

On March 26, 2026, Ultinon Motion Holding B.V. and two affiliated entities -- Liberty I B.V. and Liberty II B.V. -- filed chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (Lead Case No. 26-90428 (CML)). The three debtors are Netherlands-incorporated holding companies that sit atop the Ultinon automotive lighting business, which holds approximately 20% of global market share in automotive lamps, employs approximately 1,700 workers worldwide, and operates 20 subsidiaries across 19 countries. First Brands Group Holdings, LLC acquired the Ultinon business from Lumileds Holding B.V. for approximately $238 million in July 2024. Within 20 months, FBG-appointed management had allegedly transferred tens of millions of dollars out of the business, operating subsidiaries in four countries had commenced insolvency proceedings, and the holding companies were left with approximately $3.4 million in cash. The debtors are pursuing a plan of liquidation that would create a litigation trust to preserve and monetize claims against parties responsible for the financial collapse.

Debtor(s)	Ultinon Motion Holding B.V. (3 jointly administered entities)
Court	U.S. Bankruptcy Court, Southern District of Texas (Houston Division)
Case Number	26-90428
Judge	Hon. Christopher M. Lopez
Petition Date	March 26, 2026
Parent Case	First Brands Group Holdings, LLC (Case No. 25-90399 (CML))
Prepetition Debt	EUR 140M Santander Facility (Facility B term loans)
Claims Agent	Kroll Restructuring Administration LLC

Lumileds Acquisition and the Ultinon Lighting Business

The Ultinon business produces automotive lighting for both the aftermarket segment and original equipment manufacturers, operating production facilities in Aachen, Germany; Pabianice, Poland; and Songzi, China. The business was part of the Lumileds group of companies -- historically associated with the Philips brand -- until First Brands Group acquired it in 2024. Lumileds announced the sale in May 2024 for $238 million, with factories in China, Germany, and Poland transferring to FBG. Citi acted as financial advisor and DLA Piper as legal advisor to Lumileds on the transaction. The transaction closed in July 2024.

Prior to the acquisition, the Ultinon business generated EBITDA of approximately $61 million in 2022 and $48 million in 2023, according to the First Day Declaration. The corporate structure places Liberty I B.V. as the parent entity of the Ultinon business, with Liberty II B.V. as a direct subsidiary of Liberty I and Ultinon Motion Holding B.V. as a direct subsidiary of Liberty II. Liberty I is itself a subsidiary of Trico Belgium S.A., which is ultimately controlled by First Brands Group Holdings, LLC through three intermediate parent entities.

The acquisition was part of FBG founder Patrick James's broader debt-financed expansion strategy. FBG was a $5 billion net sales automotive parts supplier with approximately 26,000 employees that entered bankruptcy in September 2025 with over $11 billion in combined on- and off-balance-sheet debt, comprising $6.2 billion in funded debt and $4.6 billion in off-balance-sheet financing tied to affiliate debtors. FBG filed chapter 11 petitions on September 28, 2025 in the same court before the same judge (Case No. 25-90399). The company subsequently filed a lawsuit accusing James of siphoning roughly $700 million from the business through financing arrangements that enriched himself and his family.

Value Dissipation and FBG Management Transfers

Following the acquisition, FBG replaced the directors and management of various Ultinon business entities with FBG personnel -- referred to in filings as the "FBG Appointees" -- including Edward James, brother of FBG founder and CEO Patrick James, along with Michael Baker and others. The First Day Declaration states that, on information and belief, the FBG Appointees authorized and directed the transfer of tens of millions of dollars of value out of the Ultinon business, including cash, without receiving value in return. The transfers benefited various FBG entities or individual members of FBG management, according to the declaration.

FBG's adversary complaint accuses Patrick James of using erroneous, duplicate, and fabricated invoices to obtain $2.3 billion in proceeds through factoring while using special purpose vehicles to incur another $2.3 billion in debt. By February 2026, FBG had filed WARN notices for facility closures in Ohio, eliminating more than 1,267 jobs after potential bidders withdrew. The Ultinon debtors' independent director, Jame Donath -- appointed to the boards of Liberty I and Liberty II on November 21, 2025, and to Ultinon Motion Holding on February 3, 2026 -- has preliminarily identified viable causes of action against parties responsible for the Ultinon debtors' losses, as well as potential chapter 5 avoidance actions against third parties.

Santander Facility and Prepetition Capital Structure

Liberty II B.V. entered into a Senior Facilities Agreement dated July 30, 2024, with Banco Santander S.A. as agent and security agent. The Santander Facility initially provided for Facility B term loans in an aggregate principal amount of EUR 140 million. The obligations are guaranteed by several Ultinon business entities. The agent holds a security interest over certain debtor assets, but as of the petition date, it does not hold a security interest over the cash on deposit in the debtors' bank accounts.

Forbearance and emergency funding. On September 28, 2025 -- the same day as the FBG parent filing -- Liberty II entered into a Forbearance and Waiver Agreement providing a temporary waiver of certain defaults through October 31, 2025. On October 27, 2025, Liberty I and Liberty II entered into an Amendment and Increase Agreement (the "Deva Amendment") pursuant to which Deva Capital Investment Company, S.L.U., a private debt firm wholly owned by Santander, provided an additional EUR 5 million in emergency funding, extending the forbearance to November 14, 2025. On November 17, 2025, Liberty II entered into a Near-Term Funding Agreement with Santander, Deva, and KTRI Holdings, Inc. (a debtor in the FBG cases), under which $7.6 million of proceeds from the FBG DIP Facility were drawn and loaned by KTRI to Liberty II, extending the forbearance to December 8, 2025.

Contemplated additional funding. On November 21, 2025, FBG debtors filed a Funding Motion (FBG Cases Docket No. 769) contemplating total initial funding of $60 million to Liberty I and its subsidiaries, with an option to increase by $20 million. Deva was to provide 25% of the initial funding (inclusive of EUR 5 million already provided), with KTRI providing 75% (inclusive of $7.6 million already provided). KTRI was also to repurchase, via a funded sub-participation, 75% of the outstanding principal under the Santander Facility at a discount to face value. The Funding Motion was approved on November 25, 2025.

Off-balance-sheet SPE financing. FBG used special purpose vehicles structured as bankruptcy-remote entities to implement off-balance-sheet inventory financing backed in part by Ultinon inventory. UMB Bank, as administrative agent for lenders to a $45 million credit facility tied to these SPEs, filed an emergency motion asserting that FBG's advisers had abandoned more than $55 million worth of SPE property. UMB contended that FBG was routing DIP financing to the Ultinon affiliate at the expense of other secured lenders. Secured lenders to three SPE debtors subsequently moved to dismiss those cases, alleging FBG removed independent managers on the eve of bankruptcy and installed new managers who approved the filings without proper authorization.

No DIP financing sought. The Ultinon debtors did not seek DIP financing in their own chapter 11 cases. The unencumbered cash on hand is intended to fund the plan of liquidation process.

Lumileds Precautionary Attachment and Filing Trigger

The immediate trigger for the chapter 11 filing was action by the former seller. On the petition date, Lumileds Holding B.V. obtained a precautionary attachment against funds held in a Citibank account in the name of Ultinon Motion Holding B.V. (account ending in 6979) located in the Netherlands. This attachment blocked access to what was already a limited cash position, prompting the chapter 11 filing to invoke the automatic stay and preserve litigation claims for creditor benefit.

In the weeks before filing, several contract counterparties had made payment demands the debtors lacked resources to satisfy. A sale process for the Ultinon business had been explored with the support of the Santander lenders, but the First Day Declaration states that several weeks prior to the petition date, the independent director was informed that the sale process had stalled and that neither the Santander lenders nor the lenders under the FBG DIP Facility were willing to invest further capital into the business.

Lumileds Holding B.V. holds a $19.2 million contingent, unliquidated, disputed claim against the estate, making it both the former seller of the Ultinon business and a major creditor. Banco Santander S.A. is the largest creditor, with an approximately $121.5 million claim as agent for the Santander Facility. Other significant unsecured creditors include Deloitte Tax & Legal B.V. ($660,000), Interpath Limited ($487,000), Koninklijke Philips N.V. ($411,000), and McCoy & Partners B.V. ($270,000).

Operating Subsidiary Insolvencies Across Europe

The Ultinon holding companies filed chapter 11 in the U.S. while their operating subsidiaries commenced separate insolvency proceedings in their home jurisdictions. The Ultinon business employed approximately 1,700 workers worldwide across more than 30 countries. At least four significant operating entities entered local insolvency prior to or around the petition date:

Ultinon Motion Germany GmbH commenced insolvency proceedings in Aachen in February 2026. The Aachen district court appointed Wolfgang Piroth of Husemann GbR as provisional insolvency administrator. The German subsidiary employed approximately 500 workers at the Aachen production facility. Employees are expected to receive insolvency payments (Insolvenzgeld) for up to three months while Piroth develops a future operating concept for the business.

Ultinon Motion Netherlands B.V. commenced insolvency proceedings in the Netherlands in March 2026. Ultinon Motion Poland S.A. commenced insolvency proceedings in Poland in March 2026, although the First Day Declaration notes that the filing may not have been accepted by the court. The Pabianice factory employed more than 700 workers and ceased operations following the FBG bankruptcy. Ultinon Motion Sweden AB commenced insolvency proceedings in Sweden in March 2026.

The three chapter 11 debtors -- Ultinon Motion Holding B.V., Liberty I B.V., and Liberty II B.V. -- are holding companies with no operations or employees. The 20 operating subsidiaries across 19 countries sit below Ultinon Holding and are not debtors in the U.S. cases.

Litigation Trust and Plan of Liquidation

The debtors are pursuing a chapter 11 plan of liquidation rather than a traditional reorganization or going-concern sale. The primary strategy is to preserve existing claims and causes of action -- including intercompany claims, third-party tort and contract claims, and chapter 5 avoidance actions -- and transfer them into a litigation trust for the benefit of creditors. The debtors do not intend to initiate litigation during the pendency of the chapter 11 cases; decisions on which claims to pursue and how to fund that litigation will be left to the trustee of the litigation trust and the trust beneficiaries.

The debtors filed in the Southern District of Texas (Houston Division) before Judge Christopher M. Lopez, who presides over the FBG cases (Case No. 25-90399). The Ultinon cases are not jointly administered with the FBG cases but are assigned to the same judge given the overlap in anticipated litigation claims.

Cash position. The debtors held approximately $3.4 million in aggregate across 22 bank accounts at five banks: Citibank, United Overseas Bank, Ebury Bank, Bank of America, and JP Morgan Chase. Operating accounts held approximately $3.2 million. Average weekly disbursements prior to the petition were approximately $286,000. Part of the cash -- the Netherlands Citibank account subject to the Lumileds precautionary attachment -- is currently blocked.

First Day Motions and Cross-Border Stay Enforcement

The debtors filed eight first-day motions on March 26, 2026, including a joint administration motion under lead case 26-90428 (without substantive consolidation), a complex case designation, the Kroll employment application (with a $50,000 advance provided pre-petition), and a cash management motion seeking authority to maintain the existing 22-account banking system.

Global automatic stay enforcement. The debtors filed an emergency motion seeking a "comfort order" confirming the application of four Bankruptcy Code protections: the automatic stay under section 362, ipso facto provisions of section 365, anti-discrimination provisions of section 525, and property of the estate provisions of section 541. The order is specifically directed at foreign counterparties, regulators, and governmental units who may be unfamiliar with U.S. chapter 11 protections. The debtors assert that these protections apply to estate property "wherever located and by whomever held" and "throughout the world."

Key professionals. Clifford Chance US LLP serves as legal counsel to the debtors, with pro hac vice motions filed for attorneys David Feldman, Brian J. Lohan, Matthew Hinker, and Madelyn Nicolini. Teneo Capital LLC serves as financial advisor. The debtors sought an extension through May 10, 2026, to file schedules and statements of financial affairs, citing limited access to financial information resulting from prior management actions and limited personnel.

Key Timeline

Frequently Asked Questions

Why did Ultinon Motion Holding B.V. file chapter 11?

The filing was triggered by Lumileds Holding B.V. obtaining a precautionary attachment against funds in the debtors' Netherlands bank account on the petition date. The debtors had limited cash (~$3.4 million), a stalled sale process, and no further financing commitments from either Santander lenders or FBG DIP lenders. FBG-appointed management had allegedly transferred tens of millions of dollars of value out of the business without receiving value in return.

What is the relationship between the Ultinon cases and the FBG bankruptcy?

The Ultinon debtors are affiliates of First Brands Group, which filed chapter 11 in September 2025 (Case No. 25-90399). FBG acquired the Ultinon business from Lumileds for $238 million in July 2024. The Ultinon cases are filed in the same court before the same judge but are not jointly administered with the FBG cases.

What is the plan strategy?

The debtors are pursuing a plan of liquidation that would create a litigation trust to preserve and monetize intercompany claims, third-party tort and contract claims, and chapter 5 avoidance actions. The litigation trust would be administered by a trustee for the benefit of creditors.

What happened to the Ultinon operating subsidiaries?

The 20 operating subsidiaries across 19 countries are not debtors in the U.S. cases. At least four -- in Germany, the Netherlands, Poland, and Sweden -- commenced local insolvency proceedings. The German subsidiary in Aachen employed approximately 500 workers, and the Polish subsidiary in Pabianice employed more than 700. The German entity has a provisional insolvency administrator developing a future operating concept.

Who is the claims agent for the Ultinon cases?

Kroll Restructuring Administration LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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