ACW Accuride Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Accuride Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

7140 Office Circle
Evansville, IN 47715

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

October 17, 2016

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Accuride Corporation, a Delaware corporation (“ Accuride ,” the “ Company ,” “ we ” or “ us ”), to be held on November 15, 2016 at the Sheraton New York Times Square Hotel, 811 7th Avenue 53rd Street, New York, NY 10019, at 10:00 a.m. Eastern Time.

At the special meeting, you will be asked to consider and vote on three matters:

If the Merger is completed, you will be entitled to receive $2.58 in cash, without interest and subject to all applicable withholding taxes, for each share of Accuride common stock you own (unless you have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware), which represents a premium of approximately 55% over the closing price of Accuride common stock on September 1, 2016, the last trading day before the Merger Agreement was announced, and a premium of approximately 66% over the 30 day volume-weighted average on the same date.   

After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, our board of directors unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the Merger are fair to, and in the best interests of, Accuride and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of Accuride at the special meeting and (iv) recommended that Accuride’s stockholders adopt the Merger Agreement.

Our board of directors unanimously recommends that you vote: (1) “FOR” the proposal to adopt the Merger Agreement; (2) “FOR” the proposal to adjourn the special meeting to a later date or dates if necessary; and (3) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger.

The accompanying proxy statement contains, among other things, detailed information about Accuride, the special meeting, the Merger, the Merger Agreement and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

Your vote is very important, regardless of the number of shares of Accuride common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the shares of outstanding Accuride common stock as of the record date entitled to vote on the matter. The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement.

We hope that you will be able to attend the special meeting. However, whether or not you plan to attend in person, please complete, sign, date and return the proxy card enclosed with the accompanying proxy statement or , if your shares are held in “street name” through a broker, bank or nominee, please instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. Submitting a signed proxy by mail will ensure your shares are represented at the special meeting. If your shares are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee.

On behalf of the board of directors and management of Accuride, I extend our appreciation for your continued support and your consideration of this matter.   

	Sincerely,
	John W. Risner
	Chairman of the Board

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated October 17, 2016, and was first mailed to stockholders of Accuride on or about October 17, 2016.

The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of outstanding Accuride common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes. Shares held in “street name” for which the applicable broker, bank or nominee receives instructions regarding how to vote on one or more but not all of the proposals before the special meeting will be counted present at the special meeting for quorum purposes.

Stockholders who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “ DGCL ”) will have the right to seek appraisal of the fair value of their shares of Accuride common stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to Accuride before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix B to the accompanying proxy statement and is incorporated by reference therein.

Our board of directors unanimously recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.    

	By Order of the Board of Directors,
	John W. Risner
	Chairman of the Board

Evansville, Indiana
October 17, 2016

YOUR VOTE IS IMPORTANT

Ensure that your shares of Accuride common stock are voted at the special meeting by submitting your proxy card or, if your shares of Accuride common stock are held in “street name” through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instructions form furnished by you r broker, bank nominee, a s promptly as poss ible . If you fail to submit a proxy, vote in person at the special meeting or instruct your broker, bank or nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If your shares of Accuride common stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of Accuride common stock by mail. Please follow the instructions on the enclosed form of proxy.

If your shares of Accuride common stock are held in the name of a broker, bank or nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Accuride common stock. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares of Accuride common stock in your account. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to attend the special meeting or, if you hold your shares through a bank, broker or nominee, fail to provide voting instructions to your bank, broker or nominee, your shares of Accuride common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares of Accuride common stock through a broker, bank or nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it at any time before 11:59 p.m., Eastern Time the day before the special meeting if such revocation is exercised by providing written notice of revocation to our Corporate Secretary, by voting in person at the special meeting or by providing a proxy of a later date, pursuant to the instructions set forth in “ Revocability of Proxies ” on page 24 of the accompanying proxy statement. Attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Accuride common stock, please contact our proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: (800) 676-0281

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN A PROXY CARD, OR INSTRUCT YOUR BROKER, BANK OR NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR NOMINEE, AS PROMPTLY AS POSSIBLE.

SUMMARY

This summary, together with the following section of this proxy statement entitled “Questions and Answers About the Special Meeting and the Merger,” highlights selected information from this proxy statement and may not contain all of the information that is important to you as a holder of Accuride common stock or that you should consider before voting on the Merger Proposal. To better understand the Merger Proposal, you should read this proxy statement, including its appendices and the documents incorporated by reference herein, carefully and in its entirety. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under “Where You Can Find More Information” on page 112 of this proxy statement. The Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein.

Parties Involved in the Merger (page 28 )

Accuride Corporation
7140 Office Circle
Evansville, IN 47715
(812) 962-5000
www.accuridecorp.com

Accuride Corporation, a Delaware corporation (“ Accuride ,” the “ Company ,” “ we ” or “ our ”), is one of the largest manufacturers and suppliers of commercial vehicle components in North America and has recently expanded its operations into Europe. Our products include commercial vehicle wheels and wheel-end components and assemblies. We market our products under some of the most recognized brand names in the industry, including Accuride, Gianetti, and Gunite. We serve the leading original equipment manufacturers and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses and specialty and military vehicles.

Our common stock is listed on the New York Stock Exchange (the “ NYSE ”) under the symbol “ACW.”

Our principal executive offices are located at 7140 Office Circle, Evansville, IN 47715, and our telephone number is (812) 962-5000. For more information about Accuride, please visit our website, www.accuridecorp.com . Our website address is provided as an inactive textual reference only. The information contained on (or accessible through) our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the Securities and Exchange Commission (the “ SEC ”). See “ Where You Can Find More Information ” on page 112 of this proxy statement.

Armor Parent Corp.
c/o Crestview Partners III, L.P.
667 Madison Avenue, 10th Floor
New York, New York 10065
(212) 906-0700

Armor Parent Corp. (“ Parent ”) is a Delaware corporation that was formed by affiliates of Crestview solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Founded in 2004, Crestview is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7.0 billion of aggregate capital commitments.

Armor Merger Sub Corp.
c/o Crestview Partners III, L.P.
667 Madison Avenue, 10th Floor
New York, New York 10065
(212) 906-0700

Armor Merger Sub Corp. (“ Merger Sub ”) is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and Accuride will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent.

The Special Meeting (page 22 )

Date, Time and Place

A special meeting of our stockholders will be held on November 15, 2016, at the Sheraton New York Times Square Hotel, 811 7th Avenue 53rd Street, New York, NY 10019, at 10:00 a.m. Eastern Time.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of Accuride common stock at the close of business on October 10, 2016 (the “ Record Date ”). You will have one vote at the special meeting for each share of Accuride common stock you owned at the close of business on the Record Date.

Purpose

At the special meeting, we will ask our stockholders of record as of the Record Date to vote on the following proposals:

Quorum

As of the Record Date, there were 48,323,007 shares of Accuride common stock outstanding and entitled to be voted at the special meeting. A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the shares of outstanding Accuride common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, 24,161,504 shares of Accuride common stock must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Failure of a quorum to be represented at the special meeting may result in an adjournment of the special meeting and may subject us to additional expense.

Required Vote

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Accuride common stock outstanding as of the Record Date and entitled to vote on the matter. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Accuride common stock present, in person or by proxy, at the special meeting and entitled to vote thereon. Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Accuride common stock present, in person or by proxy, at the special meeting and entitled to vote thereon.

Stock Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of 1,251,112 shares of Accuride common stock (excluding any shares that would be delivered upon exercise or conversion of stock options), representing approximately 2.6% of the outstanding shares of Accuride common stock.

Our directors and executive officers have informed us that they currently intend to vote all of their shares of Accuride common stock: (i) “ FOR ” the Merger Proposal; (ii) “ FOR ” the Adjournment Proposal; and (iii) “ FOR ” the Compensation Proposal.

Voting of Proxies

Any Accuride stockholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail or may attend the special meeting and vote in person. If you are a beneficial owner and hold your shares of Accuride common stock in “street name” through a broker, bank or nominee, you

should instruct your broker, bank or nominee on how you wish to vote your shares of Accuride common stock using the instructions provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions; failure of beneficial stockholders to provide voting instructions to their brokers, banks and nominees results in what we refer to as a broker non-vote. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Accuride common stock or that you obtain from such broker, bank or nominee a valid proxy issued in your name and vote in person at the special meeting.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by signing another proxy card with a later date and returning it to us before 11:59 p.m., Eastern Time the day before the special meeting, by providing written notice of revocation to our Corporate Secretary before your proxy is exercised or by attending the special meeting and voting in person pursuant to the instructions set forth in “ The Special Meeting— Revocability of Proxies ” on page 24 of this proxy statement. If you hold your shares of common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to change your vote.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you hold your shares of Accuride common stock in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares on any of the proposals (a broker non-vote) will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. If you provide your broker, bank or nominee with instructions on how to vote on one or more but less than all proposals, then your shares of Accuride common stock will result in a broker non-vote with respect to any proposal for which no instructions are provided. Broker non-votes will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “ AGAINST ” each of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this proxy statement, including the Merger, passed upon the merits or fairness of such transactions, or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

Expenses of Proxy Solicitation (page 24 )

Our board of directors (the “ Board ”) is soliciting your proxy, and Accuride will bear the cost of soliciting proxies. We have engaged the services of Georgeson LLC (“ Georgeson ”) to solicit proxies for the special meeting. In connection with its retention, Georgeson has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Georgeson a fee of approximately $6,500, plus reasonable out-of-pocket expenses for its services, and we will indemnify Georgeson for certain losses arising out of its proxy solicitation services. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Georgeson, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares of Accuride common stock on behalf of others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with solicitation of proxies.

Certain Effects of the Merger on Accuride (page 28 )

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Accuride, with Accuride continuing as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, Accuride will cease to be a publicly traded company and will cease to be listed on the NYSE. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “ The Merger—Merger Consideration ” on page 29 of this proxy statement (unless you are entitled to and have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of

the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), in which case you will be entitled only to those rights granted under Section 262 of the DGCL as described in “ The Merger—Appraisal Rights ” on page 68 of this proxy statement and Appendix B to this proxy statement).

The effective time of the Merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on Accuride if the Merger is Not Completed (page 29 )

If the Merger Proposal is not approved by the stockholders of Accuride or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Accuride common stock. Instead, we will remain a public company, Accuride common stock will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and we will continue to be obligated to file periodic reports with the SEC. Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement.

Merger Consideration (page 29 )

At the effective time of the Merger, each outstanding share of Accuride common stock (other than (i) shares held by Accuride as treasury stock or held by Parent or Merger Sub or any wholly owned subsidiary of Accuride, Parent or Merger Sub and (ii) shares of common stock held by stockholders who have not voted in favor of the Merger, have properly demanded appraisal rights for such shares in accordance with Section 262 of the DGCL and have not failed to perfect or successfully withdrawn such demand or otherwise lost appraisal rights under Delaware law with respect to such shares (“ Dissenting Shares ”)) will be converted automatically into the right to receive $2.58 in cash, without interest and less any applicable withholding taxes (the “ Merger Consideration ”). All shares of Accuride common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the effective time of the Merger, and each certificate formerly representing such shares will thereafter represent only the right to receive the Merger Consideration.

As described further in “ The Merger Agreement—Exchange and Payment Procedures ” on page 82 of this proxy statement, at or prior to the effective time of the Merger, Parent will deposit or cause to be deposited with the paying agent cash sufficient to pay the aggregate Merger Consideration. Following the completion of the Merger, after a stockholder has provided the paying agent with such stockholder’s stock certificates and other items specified by the paying agent, including a letter of transmittal, the paying agent will promptly pay the stockholder the Merger Consideration to which such stockholder is entitled. Stockholders who hold shares of Accuride common stock in book-entry form (other than shares held through the Depository Trust Company) will not be required to deliver stock certificates to the paying agent to receive the Merger Consideration to which they are entitled. Holders of shares of Accuride common stock in book-entry form who hold such shares through The Depository Trust Company will not be required to deliver an executed letter of transmittal to the paying agent to receive the Merger Consideration to which they are entitled.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as an Accuride stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “ The Merger—Appraisal Rights” on page 68 of this proxy statement and Appendix B to this proxy statement).

Treatment of Equity and Equity-Based Awards (page 63 )

The Merger Agreement provides for the following treatment of equity and equity-based awards relating to Accuride common stock:

Stock Options

At the effective time of the Merger, each option to purchase shares of Accuride common stock that is outstanding immediately prior to the effective time of the Merger (each, a “ Company Option ”) will,

automatically and without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive an amount in cash equal to the product of (i) the total number of shares of Accuride common stock subject to such Company Option and (ii) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of Accuride common stock underlying such Company Option (less any applicable withholding taxes). If the exercise price of a Company Option is equal to or exceeds the Merger Consideration, then such Company Option will be cancelled in exchange for no consideration. All outstanding Company Options have an exercise price that exceeds the Merger Consideration. Therefore, no payment will be made for any Company Options in connection with the Merger.

Restricted Stock Units

At the effective time of the Merger, each Accuride restricted stock unit (i) that is vested as of the date of the Merger Agreement (but not issuable until a later date) or (ii) that is subject solely to time-based vesting conditions and is outstanding immediately prior to the effective time (each, a “ Company RSU ”), will, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of Accuride common stock subject to such Company RSU (less any applicable withholding taxes). Each Accuride restricted stock unit that is subject to performance-based vesting conditions that is outstanding immediately prior to the effective time (a “ Performance RSU ”) will vest in accordance with the terms of the agreement granting such Performance RSU (a “ Vested Performance RSU ”) and, without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive the Merger Consideration with respect to each share of Accuride common stock subject to such Vested Performance RSU (less any applicable withholding taxes). Any Performance RSU that is not a Vested Performance RSU will, at the effective time of the Merger, automatically and without any required action on the part of the holder thereof, be cancelled in exchange for no consideration. As soon as practicable, but not more than fifteen business days following the closing of the Merger, the Surviving Corporation will make the payments, if any, due to each holder of such Company RSUs and Vested Performance RSUs.

Recommendation of Our Board of Directors and Reasons for the Merger (page 50 )   

The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in “ The Merger—Recommendation of Our Board of Directors and Reasons for the Merger ” on page 50 of this proxy statement, unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the Merger, are fair to, and in the best interests of, Accuride and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of Accuride at the special meeting, and (iv) recommended that Accuride’s stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) “ FOR ” the Merger Proposal; (ii) “ FOR ” the Adjournment Proposal; and (iii) “ FOR ” the Compensation Proposal.

Opinion of Deutsche Bank Securities Inc. (page 53 )

At the September 1, 2016 meeting of the Board, Deutsche Bank Securities Inc. (“ Deutsche Bank ”), financial advisor to Accuride, rendered its oral opinion to the Board, confirmed by delivery of a written opinion dated September 2, 2016, to the effect that as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in Deutsche Bank’s opinion, the Merger Consideration of $2.58 in cash per share of Accuride common stock was fair, from a financial point of view, to the holders of Accuride common stock (other than Parent and its affiliates). In rendering its opinion, Deutsche Bank understood that, prior to execution of the Merger Agreement, Accuride completed a divestiture (the “ Brillion transaction ”) of its Brillion Iron Works division for anticipated net proceeds of approximately $11.7 million, as to which transaction Deutsche Bank expressed no opinion.

The full text of Deutsche Bank’s written opinion, dated September 2, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached to this proxy statement as Appendix C and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in

this proxy statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, the Board in connection with and for the purpose of its evaluation of the Merger. Deutsche Bank’s opinion does not constitute a recommendation as to how any holder of Accuride common stock should vote with respect to the Merger or any related matter. Deutsche Bank’s opinion was limited solely to the fairness of the Merger Consideration, from a financial point of view, to the holders of outstanding Accuride common stock (other than Parent and its affiliates), and Deutsche Bank did not express any opinion as to the underlying decision by Accuride to engage in the Merger or the Brillion t ransaction or the relative merits of the Merger or the Brillion t ransaction as compared to any alternative transactions or business strategies.

Interests of the Directors and Executive Officers of Accuride in the Merger (page 62 )

When considering the recommendation of the Board that you vote “ FOR ” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Accuride. These interests include the following:

If the Merger Proposal is approved by our stockholders and the Merger is completed, any vested shares of Accuride common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of Accuride common stock held by all other stockholders entitled to receive the Merger Consideration.

These interests are discussed in more detail in “ The Merger—Interests of the Directors and Executive Officers of Accuride in the Merger ” on page 62 of this proxy statement.

Financing of the Merger (page 68 )

Parent has entered into an equity commitment letter with certain funds affiliated with Crestview (the “ Crestview Funds ”), dated September 2, 2016, pursuant to which the Crestview Funds have severally and not jointly committed to provide equity financing up to an aggregate amount of approximately $222.0 million (the “ Equity Commitment Letter ”). The funding of the financing contemplated by the Equity Commitment Letter is subject to certain conditions, including the satisfaction or waiver by Parent and Merger Sub of each of the conditions to the obligations of Parent and Merger Sub to consummate the Merger (other than those conditions that by their terms or nature are to be satisfied at the closing of the Merger, but subject to such conditions being satisfied assuming a closing would occur), Parent’s substantially concurrent receipt of the proceeds of the debt financing described below and the substantially concurrent closing of the Merger. The obligation of the Crestview Funds to fund their respective equity commitments will expire upon certain events, including the closing of the Merger, the termination of the Merger Agreement in accordance with its terms (and, if applicable, payment of the reverse termination fee to Accuride in accordance with the terms and subject to the conditions

and limitations set forth in the Merger Agreement) and, subject to certain exceptions, the commencement by Accuride or its Subsidiaries of certain legal actions against Crestview or its affiliates.

In connection with Parent’s and Merger Sub’s entry into the Merger Agreement, Parent and Merger Sub entered into a debt commitment letter, dated September 2, 2016 with Royal Bank of Canada. The debt commitment letter provides up to $300.0 million in debt financing in the aggregate to Merger Sub, consisting of (i) a senior secured term loan facility in an aggregate principal amount of $235.0 million and (ii) an asset based revolving credit facility with a maximum availability of $65.0 million (which may be drawn at the closing of the Merger). The debt commitment letter terminates automatically upon the earliest to occur of (i) the consummation of the Merger, (ii) 11:59 p.m., New York City time, on February 2, 2017 (provided such date may be extended in certain circumstances in accordance with the Merger Agreement, but in no event will be later than March 2, 2017) and (iii) the termination of the Merger Agreement in accordance with its terms.

The availability of the facilities contemplated by the debt commitment letter is subject to certain customary closing conditions for transactions of this type. There is a risk that one or more of the conditions to the debt financing will not be satisfied and the debt financing may not be funded when required. If any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt commitment letter (other than due to the failure of a condition to the consummation of the debt financing resulting from a breach by Accuride of the Merger Agreement) Parent will, as promptly as practicable, notify Accuride of such event and use its reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources in an amount sufficient to consummate the Merger with terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub than the terms and conditions in the existing debt commitment letter. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated.

The Merger Agreement does not include any financing-related closing condition.

Limited Guarantee (page 68 )

The Crestview Funds have entered into a limited guarantee in favor of Accuride in an aggregate amount of $12.5 million. Under the limited guarantee, the Crestview Funds each guarantee, severally and not jointly, and subject to the terms and conditions set forth therein and up to the specified portion of the maximum amount set forth therein, the payment of any reverse termination fee that may become payable by Parent under the Merger Agreement, along with certain other specified obligations of Parent under the Merger Agreement.

Appraisal Rights (page 68 )

If the Merger is approved by our stockholders and becomes effective, holders of Dissenting Shares will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the “fair value” of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO ACCURIDE BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, MUST NOT VOTE, IN PERSON OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL, MUST CONTINUE TO HOLD YOUR SHARES OF ACCURIDE COMMON STOCK OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME OF THE MERGER AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE

ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF ACCURIDE COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF ACCURIDE COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BANK, BROKERAGE FIRM OR NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

U.S. Federal Income Tax Consequences of the Merger (page 73 )

The receipt of cash in exchange for shares of Accuride common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. holder (as defined in “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement) in exchange for such U.S. holder’s shares of Accuride common stock in the Merger will generally result in the recognition of taxable gain or loss in an amount equal to the difference, if any, between the cash such U.S. holder receives in the Merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in such surrendered shares. Gain or loss will be determined separately for each block of shares of Accuride common stock (that is, shares acquired for the same cost in a single transaction). A non-U.S. holder (as defined in “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of Accuride common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or Accuride is, or was during the relevant period, a U.S. real property holding corporation. Stockholders should refer to “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement and consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 77 )

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), has expired or been terminated. Accuride and Parent filed their respective pre-Merger HSR Act notifications on September 14, 2016 with the Federal Trade Commission (the “ FTC ”) and the Antitrust Division of the Department of Justice (the “ DOJ ”) under the HSR Act. On September 27, 2016, the FTC granted early termination of the waiting period under the HSR Act.

Go Shop Period (page 88 )

During the 35 calendar day period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York time) on October 7, 2016 (the “ Solicitation Period End Date ”), we and our subsidiaries, directors, officers, employees and other representatives had the right to, directly or indirectly:

No later than one business day following the Solicitation Period End Date, we were required to notify Parent in writing of the identity of each exempted person (as described in “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement), together with an unredacted copy of the acquisition proposal made by such exempted person, if in writing, or a reasonably detailed written summary of the material terms of such acquisition proposal, if not in writing. However, we did not receive any alternative acquisition proposals prior to the Solicitation Period End Date, and therefore there are no exempted persons.

No Solicitation of Other Offers; Change of Recommendation (page 88 )

Except as expressly permitted by the Merger Agreement or with respect to any exempted person (as described in “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement), we have agreed that after the Solicitation Period End Date we will, and will cause our subsidiaries and representatives to, immediately cease and cause to be terminated any discussion or negotiation with any third party that may be ongoing with respect to any acquisition proposal and deliver a written notice to each such third party to the effect that we are terminating all such discussions and negotiations and request that such third party promptly return or destroy all confidential information concerning us and our subsidiaries.

Under the Merger Agreement, subject to certain exceptions and except as to any exempted person, from and after the Solicitation Period End Date, we have agreed that we will not, and will cause our subsidiaries and our directors, officers and employees not to, and will use our reasonable best efforts to cause our other representatives not to, among other things:

Notwithstanding the foregoing restrictions (collectively, the “ No Shop Restrictions ”), if at any time following the Solicitation Period End Date and prior to receiving the stockholder approval, we receive a bona fide written acquisition proposal from a third party, we have not breached the No Shop Restrictions (excluding immaterial, unintentional violations) with respect to such acquisition proposal, and the Board (or a duly authorized committee thereof) determines in good faith (after consultation with its financial advisors and outside legal counsel, based on information then available) that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal and that the failure to undertake such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, we may (i) furnish information with respect to Accuride and its subsidiaries to the third party making such acquisition proposal, its representatives and potential sources of financing pursuant to an acceptable confidentiality agreement (provided that any such non-public information concerning Accuride or its subsidiaries provided or made available to any third party will be provided or made available to Parent or Merger Sub (to the extent it has not been provided already), as promptly as reasonably practicable (and in no event later than 24 hours) after it is provided or made available to such third party), and (ii) participate in discussions or negotiations with such third party (as described in “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement).

Except as expressly permitted by the Merger Agreement, neither the Board nor any duly authorized committee thereof will:

If we receive a bona fide written acquisition proposal (other than as a result of a breach of the No Shop Restrictions (excluding any immaterial, unintentional violations)) from a third party (including an exempted person) that the Board (or any duly authorized committee thereof) determines in good faith (after consultation with its financial advisors and outside legal counsel) constitutes a superior proposal, the Board may, at any time prior to the receipt of the stockholder approval, if the Board determined in good faith, after consultation with its outside legal counsel, that the failure to make such a change of recommendation in response to the receipt of such superior proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, effect a change of recommendation with respect to such superior proposal and terminate the Merger Agreement, subject to compliance with certain notice and other requirements as set forth in the Merger Agreement (as described in “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement). In addition, the Board (or any duly authorized committee thereof) shall not be permitted to terminate the Merger Agreement for a superior proposal unless Accuride pays the termination fee described in “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement.

At any time prior to the receipt of the stockholder approval, the Board may effect a change of recommendation if the Board (or a duly authorized committee thereof) determines in good faith that an intervening event has occurred and is continuing, and the Board (or a duly authorized committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to effect a change of recommendation in response to such intervening event would be inconsistent with its fiduciary duties under applicable law, subject to compliance with certain notice and other requirements as set forth in the Merger Agreement (see “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement).

For a further discussion of the limitations on solicitation of acquisition proposals from third parties and the Board’s ability to make a change of recommendation with respect to the Merger Proposal, see “ The Merger Agreement—No Solicitation of Other Offers; Change of Recommendation ” on page 88 of this proxy statement.

Conditions to the Closing of the Merger (page 99 )

The parties expect to complete the Merger in the fourth quarter of 2016. However, it is possible that factors outside of each party’s control could require them to complete the Merger at a later time or not to complete it at all. The following are some of the conditions that must be satisfied or, where permitted by law, waived before the Merger may be completed:

Parent is not required to move forward with the Merger until the Marketing Period for Parent’s debt financing has been completed. The “Marketing Period” refers to the first period of 20 consecutive business days after the date of the Merger Agreement throughout which Parent and its debt financing sources have certain financial information and throughout which certain conditions are satisfied. If the financing information has been provided and certain conditions have been satisfied, the Marketing Period shall begin prior to the special meeting, but in no event shall such period commence prior to the mailing of this Proxy Statement to our stockholders. In addition, the Marketing Period is subject to certain other timing restrictions and conditions described in “ The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period ” on page 80 of this proxy statement.

Termination of the Merger Agreement (page 100 )

In general, the Merger Agreement may be terminated at any time prior to the effective time of the Merger in the following ways (subject to certain limitations and exceptions):

definitive agreement with respect to a superior proposal and, pursuant to the Merger Agreement, prior to or concurrently with such termination Accuride pays the termination fee described in “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement;

Termination Fees (page 102 )

Under the Merger Agreement, Accuride may be required to pay to Parent a termination fee of $8.0 million if the Merger Agreement is terminated under specified circumstances. However, if the Merger Agreement is terminated in order to enter into a definitive agreement with respect to a superior proposal prior to the Solicitation Period End Date, or with respect to an exempted person, Accuride may only be required to pay to Parent a termination fee of $4.0 million.

Under the Merger Agreement, Parent may be required to pay to Accuride a reverse termination fee of $12.0 million if the Merger Agreement is terminated under specified circumstances.

In no event will either Accuride or Parent be required to pay a termination fee or reverse termination fee, as applicable, more than once. See “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement for a discussion of the circumstances under which either party will be required to pay a termination fee or reverse termination fee, as applicable.

Expense Reimbursement (page 103 )

Under the Merger Agreement, Accuride may be required to reimburse Parent for certain reasonable costs, fees and expenses incurred by Parent, its affiliates and their representatives, in an amount not to exceed $1.3 million in the aggregate if the Merger Agreement is terminated in certain circumstances. In the event the foregoing payment is paid to Parent and the termination fee thereafter becomes payable by Accuride pursuant to the Merger Agreement, the termination fee otherwise payable shall be reduced by the amount of such payment previously paid to Parent as described in the preceding sentence. See “ The Merger Agreement—Expense Reimbursement ” on page 103 of this proxy statement for a discussion of the circumstances under which such payments may be required.

Specific Performance (page 103 )

The parties shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specific performance as to its terms (without any requirement for the securing or posting of any bond in connection with the obtaining of any specific performance or injunctive relief) and the parties will waive, in any action for specific performance, the defense of adequacy of a remedy at law. Accuride’s or Parent’s pursuit of specific performance shall not preclude the pursuing party from the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of the Merger Agreement involving a willful and material breach.

Notwithstanding the foregoing, Accuride shall be entitled to specific performance of Parent’s obligation to enforce the terms of the Equity Commitment Letter delivered to Parent by the Crestview Funds, and to cause the equity financing to be funded in order to fund and consummate the transactions contemplated by the Merger Agreement, solely if, following the Marketing Period, (i) all of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger have been satisfied or waived (other than those conditions to closing that by their terms or their nature are to be satisfied at the closing, but subject to such conditions being satisfied assuming a closing would occur), (ii) Parent fails to complete the closing by the date the closing is required to have occurred pursuant to the terms of the Merger Agreement, (iii) the debt financing has been funded or will be funded at the closing if the equity financing is funded at the closing and (iv) Accuride has delivered an irrevocable written notice to Parent stating that, if specific performance is granted and the equity financing and debt financing are funded, then Accuride will take all actions that are within its control to cause the closing to occur.

Fees and Expenses (page 104 )

Except in specified circumstances, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses.

Voting Agreement (page 77 )

As a condition to Parent entering into the Merger Agreement, on September 2, 2016, Cetus Capital, LLC and certain of its affiliates, including Robert E. Davis, a member of the Board (collectively, the “ Cetus Holders ”), entered into a voting agreement with Parent (the “ Voting Agreement ”), pursuant to which the Cetus Holders agreed, among other things: (i) to vote or cause to be voted their shares of Accuride common stock in favor of the adoption of the Merger Agreement and any other actions related thereto submitted to a stockholder vote pursuant to the Merger Agreement or otherwise necessary for the consummation of the transactions contemplated thereby; and (ii) not to, directly or indirectly (a) initiate, solicit, facilitate or knowingly encourage any acquisition proposal or the making or submission thereof; (b) engage in or participate in discussions with third parties regarding an acquisition proposal; (c) furnish or provide any non-public information in connection with any acquisition proposal; (d) solicit proxies or participate in a solicitation in opposition to the consummation of the Merger; or (e) encourage, initiate or cooperate in an action by Accuride stockholders in opposition to the consummation of the Merger. The Voting Agreement will terminate upon the earlier of (i) the effective time of the Merger; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board makes a change of recommendation with respect to the Merger Proposal; (iv) the date of any change to the terms of the Merger Agreement that is adverse in any material respect to the Cetus Holders, without the Cetus Holders’ prior written consent; and (v) February 23, 2017. As of the Record Date, the Cetus Holders held approximately 17.2% of the shares of outstanding Accuride common stock. The Voting Agreement is attached as Appendix D to this proxy statement and is incorporated by reference herein.

Litigation Relating to the Merger (page 98 )

Since the announcement of the Merger, two putative class action complaints have been filed by and purportedly on behalf of alleged Accuride stockholders in the State of Indiana, County of Vanderburgh, captioned Alexander v. Accuride Corp., et al ., Case No. 82D01-1609-PL-004579, filed September 14, 2016 in Vanderburgh Superior Court; and Raul v. Adams, et al ., Case No. 82C01-1609-PL-004737, filed September 20, 2016 in Vanderburgh Circuit Court (together, the “Actions”). The Actions name as defendants Accuride, its board of directors, an affiliate of Crestview, Armor Parent Corp., and Armor Merger Sub Corp. The Actions allege, among

other things, that Accuride’s directors, aided and abetted by Accuride, Crestview, Armor Parent Corp., and Armor Merger Sub Corp., breached their fiduciary duties in agreeing to the Merger for inadequate consideration and that certain provisions in the Merger Agreement unfairly deter a potential alternative transaction. The Actions seek, among other things, damages, attorneys’ fees and injunctive relief to prevent the Merger from closing. Accuride believes these claims are entirely without merit and intends to vigorously defend the Actions.

Letter from Coliseum Capital Management, LLC

On October 7, 2016, one of Accuride’s stockholders, Coliseum Capital Management, LLC (“Coliseum”), sent a letter to the Board, which Coliseum subsequently filed on a Schedule 13D/A with the SEC and publicly announced by issuance of a press release, stating, among other things, that Coliseum believes the Merger is not in the best interests of Accuride stockholders, that the Merger materially undervalues Accuride and that Coliseum intends to vote against the Merger Proposal. On October 10, 2016, the Board issued a press release to, among other things, reaffirm its unanimous recommendation that Accuride stockholders vote for the Merger Proposal. The Board also announced that, in order to ensure the full and fair opportunity for all shareholders to make an informed decision with respect to the Merger, and to mitigate the risk that a shareholder or group of shareholders accumulates an ownership position that now or in the future results in a transfer of actual or de facto control without paying an appropriate control premium, it had authorized a limited duration shareholder rights plan.

Market Prices and Dividend Data (page 108 )

Our common stock is listed on the NYSE under the symbol “ACW.” On September 1, 2016, the last trading day prior to the public announcement of the execution of the Merger Agreement, the closing price of Accuride common stock on the NYSE was $1.66 per share. On October 14, 2016, the latest practicable trading day before the printing of this proxy statement, the closing price of Accuride common stock on the NYSE was $2.44 per share. You are encouraged to obtain current market prices of Accuride common stock in connection with voting your shares of Accuride common stock.   

Under the terms of the Merger Agreement, from the date of the Merger Agreement until the effective time of the Merger or the earlier termination of the Merger Agreement, we may not declare or pay dividends to our common stockholders without Parent’s written consent. Under our current dividend policy, we have never declared or paid any cash dividends on Accuride common stock and have retained any future earnings to support operations and to finance the growth and development of our business.

Delisting and Deregistration of Accuride Common Stock (page 99 )

As promptly as practicable following the completion of the Merger, Accuride common stock will be delisted from the NYSE and deregistered under the Exchange Act and we will no longer be required to file periodic reports with the SEC on account of Accuride common stock.

Recent Developments

On October 17, 2016, Accuride issued preliminary unaudited results for the three months ended September 30, 2016 and revised its guidance for fiscal year 2016 based on, among other things, the challenging market environment in the North American commercial vehicle industry and the fact that the negative impact of this cyclical downturn on demand for aluminum wheels and softness in the aftermarket for Gunite’s products has been more significant than anticipated, as disclosed in Accuride’s Form 8-K filed with the SEC on October 17, 2016 and incorporated by reference into this proxy statement. Accuride announced that, for the year ended December 31, 2016, revenue from continuing operations is expected to be in the range of $535 million to $545 million, Adjusted EBITDA is expected to be in the range of $68 million to $72 million and Free Cash Flow is expected to be in the range of $2 million to $6 million, excluding approximately $10 million of negative Free Cash Flow related to Brillion prior to its divestiture. Adjusted EBITDA is defined as net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, noncontrolling interest in subsidiaries, restructuring, severance and other charges, impairment and currency losses, net. Free Cash Flow is defined as cash from operations less purchase of plant, property and equipment. Adjusted EBITDA and Free Cash Flow should not be considered alternatives to net income (loss), cash from operations or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States (“ GAAP ”).

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Merger and the Merger Agreement. These questions and answers may not address all questions that may be important to you as a stockholder of Accuride. Please refer to the preceding section of this proxy statement entitled “ Summary ” and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

Q:   Why am I receiving these materials?

A:   On September 2, 2016, Accuride entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Accuride, with Accuride surviving the Merger and becoming a wholly owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. The Board is furnishing this proxy statement and form of proxy card to the holders of Accuride common stock in connection with the solicitation of proxies in favor of the Merger Proposal to be voted at a special meeting of stockholders or at any adjournments or postponements thereof.

Q:   When and where is the special meeting?

A:   The special meeting will take place on November 15, 2016 at the Sheraton New York Times Square Hotel, 811 7th Avenue 53rd Street, New York, NY 10019, at 10:00 a.m. Eastern Time.

Q:   Who is entitled to vote at the special meeting?

A:   Only stockholders of record as of the close of business on the Record Date (October 10, 2016) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of Accuride common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Accuride common stock that such holder owned as of the Record Date. As of the Record Date, there were 48,323,007 shares of Accuride common stock outstanding and entitled to be voted at the special meeting.

Q:   May I attend the special meeting and vote in person?

A:   Yes. All stockholders of record as of the Record Date may attend the special meeting and vote in person. Stockholders will need to present proof of ownership of Accuride common stock as of the Record Date, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy to ensure that your shares of Accuride common stock will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you are a beneficial owner and hold your shares of Accuride common stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Accuride common stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares of Accuride common stock in “street name,” because you are not the stockholder of record, you may not vote your shares of Accuride common stock in person at the special meeting unless you request and obtain a valid proxy in your name from your broker, bank or nominee.

Q:   What am I being asked to vote on at the special meeting?

A:   You are being asked to consider and vote on the following proposals:

Q:   What is the proposed Merger and what effects will it have on Accuride?

A:   The proposed Merger is the acquisition of Accuride by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of Accuride common stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Accuride, with Accuride continuing as the Surviving Corporation. As a result of the Merger, Accuride will become a wholly owned subsidiary of Parent. Accuride will cooperate with Parent to de-list Accuride common stock from the NYSE and de-register under the Exchange Act as promptly as practicable following the effective time of the Merger and, at such time, Accuride will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

Q:   What will I receive if the Merger is completed?

A:   Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $2.58 in cash, without interest and less any applicable withholding taxes, for each share of Accuride common stock that you own, unless you are entitled to and have properly demanded appraisal rights and have properly exercised and not withdrawn your appraisal under Section 262 of the DGCL with respect to such shares. For example, if you own 100 shares of Accuride common stock, you will be entitled to receive $258.00 in cash in exchange for such shares, less any applicable withholding taxes. In either case, as a result of the Merger, your shares will be cancelled and you will not own shares in the Surviving Corporation.

Q:   How does the Merger Consideration compare to the market price of Accuride common stock prior to the public announcement of the Merger Agreement?

A:   The Merger Consideration represents a premium of approximately 55% over the closing price of Accuride common stock on September 1, 2016, the last trading day before the Merger Agreement was announced, and a premium of 66% over the 30 day volume-weighted average on the same date.

Q:   What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A:   We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting in person, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy card so that your shares of Accuride common stock may be represented and can be voted at the special meeting. If you hold your shares of Accuride common stock in “street name,” please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

Q:   Should I send in my stock certificates now?

A:   No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the cash payment of the Merger Consideration for each share of Accuride common stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of Accuride common stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your “street name” shares of Accuride common stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

Q:   What happens if I sell or otherwise transfer my shares of Accuride common stock after the Record Date but before the special meeting? What happens if I sell or otherwise transfer my shares of Accuride common stock after the special meeting but before the effective time of the Merger?

A:   The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Accuride common stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are

made between you and the person to whom you sell or transfer your shares and each of you notifies Accuride in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Accuride common stock after the special meeting, but before the effective time of the Merger, you will transfer the right to receive the Merger Consideration if the Merger is completed. In order to receive the Merger Consideration, you must hold your shares of Accuride common stock through the completion of the Merger.

Even if you sell or otherwise transfer your shares of Accuride common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

Q:   What is the position of Accuride’s Board of Directors regarding the Merger?

A:   After consulting with its financial advisors and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, the Board unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the Merger, are fair to, and in the best interests of, Accuride and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of Accuride at the special meeting, and (iv) recommended that Accuride’s stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Q:   What happens if the Merger is not completed?

A:   If the Merger Agreement is not adopted by the stockholders of Accuride or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of common stock. Instead, we will remain a public company, Accuride common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement.

Q:   Do any of Accuride’s directors or officers have interests in the Merger that may differ from those of Accuride stockholders generally?

A:   In considering the recommendation of the Board that you vote “ FOR ” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Accuride. For a description of these interests, see “ The Merger—Interests of the Directors and Executive Officers of Accuride in the Merger ” on page 62 of this proxy statement.

Q:   What vote is required to adopt the Merger Agreement?

A:   The affirmative vote of the holders of a majority of the shares of Accuride common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal. Broker non-votes and abstentions will also have the same effect as a vote “ AGAINST ” the Merger Proposal.

As of the Record Date (October 10, 2016), there were 48,323,007 shares of Accuride common stock issued and outstanding. Each holder of Accuride common stock is entitled to one vote per share of Accuride common stock owned by such holder as of the Record Date.

Q:   What vote is required to approve the Adjournment Proposal and the Compensation Proposal?

A:   Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Accuride common stock present, in person or by proxy, at the special meeting and entitled to vote thereon.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast at the special meeting, in person or by proxy, and entitled to vote thereon.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting, as well as broker non-votes, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “ AGAINST ” each of the Adjournment Proposal and the Compensation Proposal.

Q:   What is “Merger-related compensation”?

A:   “Merger-related compensation” is certain compensation that is tied to or based on the completion of the Merger and may be payable to Accuride’s named executive officers under its existing plans or agreements, which is the subject of the Compensation Proposal. See “ Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation ” on page 107 of this proxy statement.

Q:   Why am I being asked to cast a non-binding, advisory vote to approve “Merger-related compensation” payable to Accuride’s named executive officers under its plans or agreements?

A:   In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

Q:   What will happen if the stockholders do not approve the Compensation Proposal at the special meeting?

A:   Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on Accuride or Parent. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the “Merger-related compensation” is not contingent on stockholder approval of the Compensation Proposal.

Q:   What is a quorum?

A:   At any meeting of stockholders, the holders of a majority of the shares of outstanding Accuride common stock entitled to vote at the special meeting, present in person or by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, the chairman of the special meeting shall have power to adjourn the special meeting from time to time until a quorum is present. Abstentions are considered as present for the purpose of determining the presence of a quorum. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote on any of the proposals before the special meeting, your shares will not be present at the special meeting for quorum purposes. If you provide your broker with instructions how to vote on one or more but not all of the proposals before the special meeting, your shares will be present at the special meeting for quorum purposes.

Q:   What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:   Most of our stockholders hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:   How may I vote?

A:   If you are a stockholder of record (that is, if your shares of common stock are registered in your name with our transfer agent, AST), you may vote or submit a proxy by attending the special meeting and voting in person by ballot or by completing, dating, signing and returning the enclosed proxy card.

Even if you plan to attend the special meeting in person, you are strongly encouraged to submit a proxy for your shares of common stock. If you are a record holder or if you obtain a valid proxy to vote shares which you beneficially own, you may still vote your shares of common stock in person at the special meeting. Any such vote will automatically revoke any proxy you previously submitted.

If your shares are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee.

Q:   If my broker, bank or nominee holds my shares in “street name,” will my broker, bank or nominee vote my shares for me?

A:   Not without your direction. Your broker, bank or nominee will only be permitted to vote your shares on any proposal if you instruct your broker, bank or nominee on how to vote. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Accuride common stock.

You should follow the procedures provided by your broker, bank or nominee regarding the voting of your shares of Accuride common stock. Without instructions, a broker non-vote will result, and your shares will not be voted. Broker non-votes with respect to the Merger Proposal will have the same effect as a vote “ AGAINST ” the Merger Proposal. Broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Q:   May I revoke my proxy after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A:   Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

If you hold your shares of common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee.

Q:   What is a proxy?

A:   A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Accuride common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Accuride common stock is called a “proxy card.” The Board has designated Richard F. Dauch, Michael A. Hajost and Stephen A. Martin, each of them with full power of substitution, as proxies for the special meeting.

Q:   If a stockholder submits a proxy, how are the shares voted?

A:   Regardless of the method you choose to submit your proxy, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you sign and properly return your proxy card, but do not include instructions on how to vote, your shares of Accuride common stock will be voted as recommended by the Board with respect to each proposal. It is not currently anticipated that any other proposals for consideration will be presented at the special meeting. If other proposals requiring a vote of stockholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

Q:   What should I do if I receive more than one set of voting materials?

A:   You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Accuride common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of Accuride common stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction card that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q:   Who will count the votes?

A:   The votes will be counted by the independent inspector of election appointed for the special meeting.

Q:   Where can I find the voting results of the special meeting?

A:   Accuride intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Accuride files with the SEC are publicly available when filed. See “ Where You Can Find More Information ” on page 112 of this proxy statement.

Q:   Will I be subject to U.S. federal income tax upon the exchange of Accuride common stock for cash pursuant to the Merger?

A:   If you are a U.S. holder (as defined in “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement), the exchange of your shares of Accuride common stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder (as defined in “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of Accuride common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or Accuride is, or was during the relevant period, a U.S. real property holding corporation. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax

consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in “ The Merger—U.S. Federal Income Tax Consequences of the Merger ” on page 73 of this proxy statement.

Q:   What will the holders of Accuride stock options and restricted stock units receive in the Merger?

A:   At the effective time of the Merger, each Company RSU will, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of Accuride common stock subject to such Company RSU (less any applicable withholding taxes). Each Vested Performance RSU, without any required action on the part of the holder thereof, will be cancelled and entitle the holder thereof to receive the Merger Consideration with respect to each vested share of Accuride Common Stock subject to such Vested Performance RSU (less any applicable withholding taxes). At the effective time of the Merger, each Performance RSU that is not a Vested Performance RSU will be cancelled for no consideration.

At the effective time of the Merger, each Company Option will be cancelled for no consideration because the exercise price of all outstanding Company Options is greater than the Merger Consideration.

Q:   When do you expect the Merger to be completed?

A:   We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the fourth quarter of 2016. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by the stockholders of Accuride and the receipt of regulatory approvals.

Q:   Am I entitled to appraisal rights under the DGCL?

A:   Yes. As a holder of Accuride common stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. See “ The Merger—Appraisal Rights ” on page 68 of this proxy statement.

Q:   What is householding and how does it affect me?

A:   The SEC permits companies and intermediaries ( e.g. , brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Stockholders who hold their shares through a nominee, such as a broker, bank, broker-dealer or similar organization may receive notice from that nominee regarding the householding of proxy materials. As indicated in the notice, a single proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once a stockholder has received notice that a nominee will be householding, householding will continue until the stockholder is notified otherwise or until the stockholder has revoked consent by notifying the nominee. If you hold your shares in “street name” and would prefer to receive separate copies of a proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials for other stockholders in your household, either now or in the future, please contact your nominee. If you are record holder of your shares and would prefer to receive separate copies of a proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials for other stockholders in your household, either now or in the future, please contact: Accuride Corporation, 7140 Office Circle, Evansville, Indiana 47715, Attention: Investor Relations, (812) 962-5000. Stockholders who currently receive multiple copies of the proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, at their addresses and would like to request "householding" of their communications should contact their broker or Accuride, as applicable.

Q:   Who can help answer my questions?

A:   If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact Georgeson LLC, our proxy solicitor, toll-free at (800) 676-0281.

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on November 15, 2016 at the Sheraton New York Times Square Hotel, 811 7th Avenue 53rd Street, New York, NY 10019, at 10:00 a.m. Eastern Time, unless the special meeting is postponed or adjourned.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the Record Date to consider and vote on the following proposals:

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on the Record Date (October 10, 2016) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of record of Accuride common stock on the Record Date will be entitled to one vote for each share of Accuride common stock held as of the Record Date on each matter submitted to our stockholders for approval at the special meeting. If you sell or transfer your shares of Accuride common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Accuride common stock, but you will retain your right to vote those shares at the special meeting. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 7140 Office Circle, Evansville, Indiana 47715, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during such meeting.

As of the Record Date, there were 48,323,007 shares of Accuride common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the shares of Accuride common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, 24,161,504 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Shares that abstain on one or more of the proposals before the special meeting will be deemed to be present for quorum purposes. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote such shares on any of the proposals before the special meeting, your shares will not be deemed to be present at the special meeting for quorum purposes. If you provide your broker, bank or nominee with instructions how to vote on one or more but not all of the proposals before the special meeting, your shares will be deemed to be present at the special meeting for quorum purposes.

In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned to a later date until a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the shares of Accuride common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Adoption of the

Merger Agreement by our stockholders is a condition to the closing of the Merger. A failure to vote your shares of Accuride common stock, an abstention from voting or a broker non-vote will have the same effect as a vote “ AGAINST ” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Accuride common stock present, in person or by proxy, at the special meeting and entitled to vote thereon.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Accuride common stock present, in person or by proxy, at the special meeting and entitled to vote thereon.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting, as well as broker non-votes, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “ AGAINST ” the Adjournment Proposal and the Compensation Proposal.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of 1,251,112 shares of Accuride common stock (excluding any shares that would be delivered upon exercise or conversion of stock options and shares underlying Company RSUs), representing approximately 2.6% of the outstanding shares of Accuride common stock.

As a condition to Parent entering into the Merger Agreement, on September 2, 2016, the Cetus Holders entered into the Voting Agreement, pursuant to which the Cetus Holders agreed, among other things: (i) to vote or cause to be voted their shares of Accuride common stock in favor of the adoption of the Merger Agreement and any other actions related thereto submitted to a stockholder vote pursuant to the Merger Agreement or otherwise necessary for the consummation of the transactions contemplated thereby; and (ii) not to, directly or indirectly (a) initiate, solicit, facilitate or knowingly encourage any acquisition proposal or the making or submission thereof; (b) engage in or participate in discussions with third parties regarding an acquisition proposal; (c) furnish or provide any non-public information in connection with any acquisition proposal; (d) solicit proxies or participate in a solicitation in opposition to the consummation of the Merger; or (e) encourage, initiate or cooperate in an action by Accuride stockholders in opposition to the consummation of the Merger. The Voting Agreement will terminate upon the earlier of (i) the effective time of the Merger; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board makes a change of recommendation with respect to the Merger Proposal; (iv) the date of any change to the terms of the Merger Agreement that is adverse in any material respect to the Cetus Holders, without the Cetus Holders’ prior written consent; and (v) February 23, 2017. As of the Record Date, the Cetus Holders held approximately 17.2% of the shares of outstanding Accuride common stock. The Voting Agreement is attached as Appendix D to this proxy statement and is incorporated by reference herein.

Our directors and executive officers have informed us that they currently intend to vote all of their shares of Accuride common stock: (i) “ FOR ” the Merger Proposal; (ii) “ FOR ” the Adjournment Proposal; and (iii) “ FOR ” the Compensation Proposal.

Voting of Proxies

If your shares of Accuride common stock are registered in your name with our transfer agent, AST, you may cause your shares to be voted at the special meeting by submitting your proxy or by voting in person at the special meeting. Based on your proxy cards, the proxy holders will vote your shares of Accuride common stock according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares of Accuride common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in

accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “ FOR ” the Merger Proposal; (ii) “ FOR ” the Adjournment Proposal; and (iii) “ FOR ” the Compensation Proposal.

If your shares of Accuride common stock are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting form provided by your broker, bank or nominee, or over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or nominee’s voting form, do not provide voting instructions over the Internet or by telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or nominee, such actions will result in a broker non-vote and will have the same effect as if you voted “ AGAINST ” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card must be received by our Corporate Secretary by 11:59 p.m., Eastern Time the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of Accuride common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders of Accuride who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

Board of Directors’ Recommendation

The Board, after considering various factors described in “ The Merger—Recommendation of Our Board of Directors and Reasons for the Merger ” on page 50 of this proxy statement, unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the Merger, are fair to, and in the best interests of, Accuride and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of Accuride at the special meeting, and (iv) recommended that Accuride’s stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) “FOR” the Merger Proposal, (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with

notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of Georgeson to solicit proxies for the special meeting. In connection with its retention, Georgeson has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Georgeson a fee of approximately $6,500, plus reasonable out-of-pocket expenses for its services, and we will indemnify Georgeson for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Accuride common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of Accuride common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Georgeson, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with the solicitation of proxies.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our stockholders, we anticipate that the Merger will be consummated in the fourth quarter of 2016.

Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO ACCURIDE BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, AND MUST NOT VOTE, IN PERSON OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL AND CONTINUE TO HOLD YOUR SHARES OF ACCURIDE COMMON STOCK OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME OF THE MERGER AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF ACCURIDE COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF ACCURIDE COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BANK, BROKERAGE FIRM OR NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: (800) 676-0281

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking” statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential” or other similar expressions, or the negative of these terms or comparable terminology. These statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “ Risk Factors ” and information in our consolidated financial statements and notes thereto included in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2015, the definitive proxy statement for our 2016 Annual Meeting of Stockholders and our recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See “ Where You Can Find More Information ” on page 112 of this proxy statement. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements. Accuride stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Parties Involved in the Merger

Accuride Corporation
7140 Office Circle
Evansville, IN 47715
(812) 962-5000
www.accuridecorp.com

Accuride Corporation, a Delaware corporation, is one of the largest manufacturers and suppliers of commercial vehicle components in North America and has recently expanded its operations into Europe. Our products include commercial vehicle wheels and wheel-end components and assemblies. We market our products under some of the most recognized brand names in the industry, including Accuride, Gianetti, and Gunite. We serve the leading original equipment manufacturers and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses and specialty and military vehicles.

Our common stock is listed on the NYSE under the symbol “ACW.”

Our principal executive offices are located at 7140 Office Circle, Evansville, IN 47715, and our telephone number is (812) 962-5000. For more information about Accuride, please visit our website, www.accuridecorp.com . Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See “ Where You Can Find More Information ” on page 112 of this proxy statement.

Armor Parent Corp.
c/o Crestview Partners III, L.P.
667 Madison Avenue, 10th Floor
New York, New York 10065
(212) 906-0700

Armor Parent Corp. (“ Parent ”) is a Delaware corporation that was formed by affiliates of Crestview solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Founded in 2004, Crestview is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7.0 billion of aggregate capital commitments.

Armor Merger Sub Corp.
c/o Crestview Partners III, L.P.
667 Madison Avenue, 10th Floor
New York, New York 10065
(212) 906-0700

Armor Merger Sub Corp. (“ Merger Sub ”) is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and Accuride will survive the Merger as a wholly owned subsidiary of Parent.

Certain Effects of the Merger on Accuride

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into Accuride, with Accuride continuing as the Surviving Corporation and as a wholly owned subsidiary of Parent. Accuride will cooperate with Parent to de-list Accuride common stock from the NYSE and to de-register under the Exchange Act as soon as reasonably practicable following the effective time of the Merger, and at such time, we will cease to be a publicly traded company and will no longer be

obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “ —Merger Consideration ” on page 29 of this proxy statement or, with respect to Dissenting Shares, will only be entitled to receive the “fair value” of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

The effective time of the Merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on Accuride if the Merger is Not Completed

If the Merger Proposal is not approved by the stockholders of Accuride or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Accuride common stock. Instead, we will remain a public company, Accuride common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will be required to continue to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of Accuride common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Accuride common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Accuride common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of Accuride or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described under “ The Merger Agreement—Termination Fees ” on page 102 of this proxy statement.

Merger Consideration

At the effective time of the Merger, each outstanding share of Accuride common stock (other than (i) shares held by Accuride as treasury stock or held by Parent or Merger Sub or any wholly owned subsidiary of Accuride, Parent or Merger Sub and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Accuride common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the effective time of the Merger, and each certificate formerly representing such shares will thereafter represent only the right to receive the Merger Consideration.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as an Accuride stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “ The Merger—Appraisal Rights ” on page 68 of this proxy statement).

Background of the Merger

Our Board and management periodically review and assess our results of operations, financial position, business strategy and growth opportunities, as well as the trends and conditions affecting our industry and business generally, including consideration of potential strategic and financial alternatives to maximize stockholder value, such as business combinations, acquisitions and financing transactions.

At meetings of the Board, including meetings held in June 2014, July 2014, October 2014, December 2014 and February 2015, in connection with the Board’s regular evaluation of the Company’s business strategy and

prospects, the Company’s management updated the Board on the Company’s recent activities and reviewed strategic opportunities and challenges for the Company, in light of current market conditions and trends. The Company’s management also reviewed the Company’s capital structure and debt maturity schedule, as well as the status of financing markets and timing for potential refinancing of the Company’s outstanding indebtedness. The Board discussed these various strategic opportunities and challenges, and directed the Company’s management to continue exploring potential strategic opportunities for the Company, including by meeting with potential strategic parties and financial sponsors to discuss the Company’s business, strategy and growth opportunities to maximize stockholder value.

During this time period and throughout the first six months of 2015, the Company’s management held numerous meetings with potential strategic parties and financial sponsors to discuss the Company’s business, strategy and growth opportunities and kept the Board regularly updated of the status thereof at Board meetings that occurred during this time period.

On November 13, 2014, following outreach on behalf of the Company to a strategic party, which we refer to as Strategic Party A, by a potential financial advisor to the Company, Mr. Richard Dauch, the Chief Executive Officer of the Company, and Mr. John Risner, the Chairman of the Board, met with representatives of Strategic Party A in in Detroit, Michigan to discuss the Company’s operations and business strategies and a potential strategic business combination with the Company, based upon publicly available information. The Company’s management consulted with representatives of Deutsche Bank, the Company’s outside financial advisor for the Merger, and other potential financial advisors known to the Company, with respect to these discussions, although no engagement letter was entered into with any financial advisor at this time. Following these discussions, Strategic Party A informed the Company that it was not interested in pursuing a potential strategic transaction with the Company due to its concerns about a lack of strategic fit.

On March 12, 2015, following outreach to the Company from a financial advisor to a financial sponsor party, which we refer to as Financial Sponsor Party A, Mr. Dauch and other members of the Company’s management team met with representatives of Financial Sponsor Party A and a potential financial advisor to the Company in Evansville, Indiana, and provided a general update on the Company’s operations and business strategies and discussed whether Financial Sponsor Party A would have an interest in exploring potential strategic transactions, based upon publicly available information.

On April 9, 2015, following outreach to the Company from financial advisors to a financial sponsor party, which we refer to as Financial Sponsor Party B, Mr. Dauch and Mr. Greg Risch, who at the time was the Chief Financial Officer of the Company, had a telephonic discussion with representatives of Financial Sponsor Party B and its financial advisors to discuss potential strategic opportunities involving the Company, based upon publicly available information.

On April 12, 2015, Financial Sponsor Party A entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate further discussions on the basis of confidential information. The Company’s customary standstill provision includes a “sunset” provision that allows the counterparty to submit competing acquisition proposals from and after the date on which the Company enters into a change in control transaction, such as the Merger, with any other counterparty. Following these discussions, Financial Sponsor Party A indicated that they were not prepared to move forward with discussions at that time.

On April 17, 2015, Messrs. Dauch, Risch and other members of the Company’s management met with Financial Sponsor Party B and its financial advisors in New York City to continue discussions of potential strategic opportunities, including certain capital structure and financing alternatives available to the Company and potential strategic acquisition opportunities, based upon publicly available information.

On April 23, 2015, the Board held a regularly scheduled meeting at which the Company’s management provided an update to the Board on the status of the financing markets, based upon meetings with potential financial advisors to the Company, in connection with the consideration of a potential refinancing of the Company’s outstanding indebtedness.

On April 30, 2015, a representative of an investment banking firm contacted Mr. Dauch to convey the interest of a financial sponsor party, which we refer to as Financial Sponsor Party C, in exploring potential strategic opportunities involving the Company. Mr. Dauch indicated that the Company would be willing to schedule a meeting with Financial Sponsor Party C, subject to appropriate confidentiality undertakings.

On May 4, 2015, Financial Sponsor Party B entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate further discussions on the basis of confidential information.

On May 22, 2015, following outreach from a representative of a financial sponsor party, which we refer to as Financial Sponsor Party D, Messrs. Dauch and Risch had meetings with representatives of Financial Sponsor Party D in Evansville, Indiana and Henderson, Kentucky, to discuss the Company’s business and general industry conditions, based upon publicly available information.

On May 29, 2015, the Company’s management held a telephonic meeting attended by representatives of Deutsche Bank and the Company’s legal advisor, Latham & Watkins LLP, to initiate a process to refinance the Company’s outstanding senior secured notes. Over the following weeks, the Company worked with its financial and legal advisors to prepare for the potential refinancing of the Company’s outstanding senior secured notes.

On June 1, 2015, Financial Sponsor Party C entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate discussions on the basis of confidential information. On June 2, 2015, the Company’s management met with representatives of Financial Sponsor Party C at the Company’s headquarters in Evansville, Indiana, to discuss the Company’s business, financial position and results of operations, as well as potential strategic opportunities available to the Company. Representatives of Financial Sponsor Party C also toured the Company’s wheel manufacturing facility in Henderson, Kentucky on that date.

On June 8, 2015, the Board held a special telephonic meeting, at which the Company’s management provided an update on the status of the Company’s efforts to refinance its outstanding indebtedness. The Board discussed the potential terms of the refinancing, including the merits and considerations of launching the refinancing in the immediate term as opposed to waiting to do so until August 2015 when the repurchase price under the existing call provision in the Company’s outstanding senior secured notes would be reduced.

On June 12, 2015, Financial Sponsor Party D entered into a confidentiality agreement with the Company, including a standstill provision that did not contain a “sunset provision”, to facilitate further discussions on the basis of confidential information. The standstill provision in the confidentiality agreement with Financial Sponsor Party D expired prior to the date of the Merger Agreement.

On June 12, 2015, Mr. Risner had a telephonic discussion with a representative of Financial Sponsor Party C, who expressed an interest in exploring a potential acquisition of the Company and stated that, subject to receipt of additional confidential financial information regarding the Company and further business and financial diligence discussions with the Company’s management, Financial Sponsor Party C would be prepared to submit a non-binding indication of interest to the Company by the end of the month.

Also on June 12, 2015, Mr. Dauch had a telephonic discussion with a representative of Financial Sponsor Party B, who expressed an interest in exploring a potential investment in or other strategic transaction involving the Company. The representative of Financial Sponsor Party B proposed a further meeting with the Company’s management to explore potential strategic opportunities, including certain capital structure and financing alternatives available to the Company.

On June 16, 2015, Mr. Risch and other members of the Company’s management had a telephonic discussion with representatives of Financial Sponsor Party C to review and discuss certain confidential financial information that had been provided by the Company to Financial Sponsor Party C. Also on June 16, 2015, Messrs. Dauch and Risch had a telephonic discussion with representatives of Financial Sponsor Party D to provide a general update on the Company’s operations and to explore potential strategic opportunities, including certain capital structure and financing alternatives available to the Company.

On June 17, 2015, Messrs. Risner, Dauch and Risch met with representatives of Financial Sponsor Party B in New York to continue earlier discussions with Financial Sponsor Party B regarding potential strategic opportunities, including certain capital structure and financing alternatives that would involve an investment by

Financial Sponsor Party B in the Company. Following these discussions, representatives of Financial Sponsor Party B advised the Company that Financial Sponsor Party B was not interested in further discussions with the Company as it was only interested in pursuing larger-scale investments at that time.

On June 19, 2015 and also on June 24, 2015, Mr. Dauch and other members of the Company’s management team had further telephonic discussions with Financial Sponsor Party C to review and discuss the confidential financial information that had been provided by the Company to Financial Sponsor Party C, as well as certain potential strategic opportunities available to the Company.

On June 25, 2015, following earlier discussions on the basis of publicly available information between representatives of the Company’s management team and representatives of a financial sponsor party, which we refer to as Financial Sponsor Party E, after outreach on behalf of the Company from a potential financial advisor to the Company, Financial Sponsor Party E entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate further discussions on the basis of confidential information.

On June 29, 2015, representatives of the Company’s management had telephonic discussions with representatives of Financial Sponsor Party D to review and discuss the confidential financial information that had been provided by the Company to Financial Sponsor Party D.

On June 30, 2015, Financial Sponsor Party C submitted a letter to Mr. Risner containing a non-binding proposal to acquire the Company for an indicative price of $4.85 per share in cash. The non-binding proposal was subject to completion of due diligence, negotiation of definitive documentation and receipt of satisfactory debt financing commitments. Financial Sponsor Party C indicated that it would require 3 to 4 weeks to complete its due diligence and announce a transaction.

On July 1, 2015, Messrs. Dauch and Risch had telephonic discussions with representatives of Financial Sponsor Party D to review and discuss the confidential financial information that had been provided by the Company to Financial Sponsor Party D, as well as certain potential strategic opportunities available to the Company.

Also on July 6, 2015, the Board held a special telephonic meeting, with the Company’s management and legal advisor in attendance, to review and discuss the non-binding proposal submitted by Financial Sponsor Party C. Representatives from a potential financial advisor to the Company also attended the meeting and reviewed the non-binding proposal submitted by Financial Sponsor Party C, then promptly left the meeting. The Company’s legal advisor reviewed the Board’s fiduciary duties in connection with the consideration of the proposal, as well as the process for the Board to retain outside financial advisors. The Company’s management reviewed certain internal financial information regarding the Company’s business, financial position and results of operations. The Board also discussed the near-term ability to refinance the Company’s outstanding indebtedness, and the benefits and constraints associated therewith. After discussion, the Board determined not to proceed on the basis of Financial Sponsor Party C’s non-binding proposal, but that the Board should be prepared to review and respond quickly to any improved proposal that Financial Sponsor Party C might make. The Board requested that Mr. Risner advise Financial Sponsor Party C of the Board’s position in writing and authorized the Company’s management to continue discussions with Financial Sponsor Party C to seek a revised proposal at a higher price. At the conclusion of the meeting, the Board also discussed the possibility of engaging in discussions with a strategic party, which we refer to as Strategic Party B, that was potentially interested in exploring a strategic transaction with the Company. After discussion, the Board expressed a willingness to engage in discussions with Strategic Party B to explore a strategic transaction, subject to entry into a confidentiality agreement.

Later in the day on July 6, 2015, the Company provided a written response to Financial Sponsor Party C indicating that the Board was not prepared to move forward on the basis of the $4.85 per share proposal, but remained open to continuing a dialogue with Financial Sponsor Party C.

Also on July 6, 2015, Messrs. Dauch and Risch had a telephonic discussion with representatives of Financial Sponsor Party D to review and discuss the confidential financial information that had been provided by the Company to Financial Sponsor Party D, as well as certain potential strategic opportunities available to the Company.

On July 7, 2015, Financial Sponsor Party C submitted a letter to Mr. Risner containing a revised non-binding proposal to acquire the Company for an indicative price of $5.00 per share in cash. The non-binding proposal remained subject to completion of due diligence, negotiation of definitive documentation and receipt of satisfactory debt financing commitments.

On July 8, 2015, Financial Sponsor Party D submitted a letter to Mr. Risner containing a non-binding proposal to acquire the Company for an indicative price in the range of $5.25 - $5.50 per share in cash. The non-binding proposal was subject to completion of due diligence and negotiation of definitive documentation. Financial Sponsor Party D indicated that it would require 60 days from acceptance of its proposal to complete due diligence and finalize a transaction, and requested formal exclusivity during this 60 day period.

Also on July 8, 2015, a representative of Financial Sponsor Party E advised the Company that Financial Sponsor Party E was not willing to move forward with transaction discussions at the time, noting a concern about the perceived risk to industry production levels over the next 12 to 36 months.

On July 10, 2015, the Board held a special telephonic meeting with the Company’s management to discuss, among other things, the indications of interest received from Financial Sponsor Party C and Financial Sponsor Party D. Mr. Dauch reviewed the terms and conditions of these indications of interest, and also noted that Strategic Party B had confirmed its interest in evaluating a potential strategic transaction with the Company. The Board discussed the indications of interest received from Financial Sponsor Party C and Financial Sponsor Party D, as well as the opportunity to explore potential transactions with Strategic Party B and other potentially interested parties, in light of the Company’s business, financial position and results of operations, and the challenges that the Company faced in executing on identified strategic initiatives in light of its capital structure. At the conclusion of the meeting, the Board determined to engage outside advisors in connection with the process, requested that the Company’s management apprise Financial Sponsor Party C and Financial Sponsor Party D of this process, and requested that the Company’s management seek to schedule initial meetings with three potential financial advisors known to the Board for the Board’s next regularly scheduled meeting on July 23, 2015.

Later in the day on July 10, 2015, the Company provided written responses to Financial Sponsor Party C and Financial Sponsor Party D indicating that the Board intended to engage outside advisors in connection with its review of their respective proposals, noting to each that the Board intended to provide feedback promptly after the Board had engaged advisors and completed its review process.

On July 23, 2015, the Board held its regularly scheduled meeting and, among other things, met with representatives of three potential financial advisors, including Deutsche Bank. Each potential financial advisor presented information regarding its respective qualifications, expertise, reputation, independence and knowledge of the Company’s business and the industry in which it operates. The potential financial advisors shared their perspectives on the indications of interest the Company had received, identified potentially interested strategic parties and financial sponsors, outlined alternatives for conducting a process to explore strategic alternatives and discussed the near-term ability to refinance the Company’s existing indebtedness and the impact that such refinancing would have on the strategic alternatives. In light of its qualifications, expertise, reputation and knowledge of the Company’s business and industry, the Board decided to engage Deutsche Bank to serve as the Company’s financial advisor. The Board instructed management to work with the Company’s financial advisor to develop a proposed process and timeline for discussions with potentially interested parties regarding a sale of the Company or other strategic transaction, including a list of additional potential strategic and financial sponsor parties proposed to be approached and certain financial information proposed to be provided to potentially interested parties. In addition, the Board established guidelines related to discussions with potentially interested parties, including that management would not have discussions regarding management-related compensation or equity rollover without the prior approval of the Board.

On July 27, 2015, Strategic Party B entered into a confidentiality agreement, which contained a standstill provision that did not include a “sunset” provision, to facilitate further discussions on the basis of confidential information.

On August 7, 2015, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. The Company’s financial advisor reviewed financial aspects of the proposals from Financial Sponsor Party C and Financial Sponsor Party D and discussed a proposed targeted process developed with the Company’s management to explore a potential sale or other strategic transaction, with the

goal of soliciting meaningful proposals from a selected group of potentially interested parties, while maintaining the confidentiality of the process. The Company’s financial advisor also reviewed a list of potentially interested strategic and financial parties that had been developed with the Company’s management, as well as a proposed timeline for the targeted process, which included requests for preliminary proposals by mid-September 2015. The Company’s management reviewed certain financial information proposed to be provided to potentially interested parties. After discussion, the Board authorized the Company’s financial advisor to reach out to the potentially interested parties on the timeline discussed at the meeting.

Subsequent to this meeting, at the direction of the Board, the Company’s financial advisor contacted the identified potentially interested parties, constituting four strategic parties, including Strategic Party A, Strategic Party B, and two additional strategic parties, which we refer to as Strategic Party C and Strategic Party D, and four financial sponsors, including Financial Sponsor Party C, Financial Sponsor Party D, and two additional financial sponsor parties, which we refer to as Financial Sponsor Party F and Financial Sponsor Party G, to gauge their interest in a potential transaction with the Company. Each of Financial Sponsor Party D, Financial Sponsor Party F, Strategic Party A, Strategic Party B and Strategic Party C indicated interest in moving forward in the process. Strategic Party D and Financial Sponsor Party G indicated that they were not interested in exploring a potential transaction for a variety of reasons, including its concerns about a lack of strategic fit and an inability or unwillingness to offer a price for the Company that would likely be viewed as attractive. Further, Financial Sponsor Party C informed the Company’s financial advisor that it was not willing to participate in a competitive process.

The Company subsequently entered into confidentiality agreements with the interested parties that had determined to move forward in the process and had not already entered into confidentiality agreements with the Company. On August 12, 2015, Strategic Party A entered into a confidentiality agreement containing a customary standstill provision. On August 18, 2015, Financial Sponsor Party F entered into a confidentiality agreement containing a customary standstill provision. On August 19, 2015, Strategic Party C entered into a confidentiality agreement containing a customary standstill provision. After entering into the confidentiality agreement, each party received confidential financial information regarding the Company and a process letter requesting that it submit a preliminary indication of interest by the close of business on Monday, September 14, 2015, and had telephonic meetings with the Company’s management and financial advisor regarding the business, financial position, results of operations and business strategy of the Company.

During the period beginning in the third week of August 2015, at the same time that the Company and its advisors were coordinating the targeted review process, there was substantial dislocation in the financial markets generally, impacting equity capital markets and the availability of acquisition and other debt financing. In addition, beginning in September 2015, published reports of estimated production levels for Class 8 truck builds suggested the beginning of a cyclical downturn in the commercial vehicle industry and market that the Company serves. The Company experienced a reduction in its share price during this time frame.

On September 4, 2015, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. The Board received an update regarding the results of the discussions to date with the potentially interested parties, and the Company’s financial advisor reviewed the process and timing for receiving preliminary indications of interest. The Board and its advisors also discussed the potential adverse impact on the process of recent market volatility and the decline in the Company’s share price.

On September 14, 2015, Strategic Party B submitted a preliminary non-binding proposal to acquire the Company at a cash price of $4.05 per share. The non-binding proposal was subject to completion of due diligence and negotiation of definitive documentation. In addition, on September 14, 2015, Strategic Party C submitted a preliminary non-binding proposal to acquire the Company at a proposed range of $3.40-$3.90 per share, which would be payable in cash, Strategic Party C equity or a combination thereof to be agreed upon at a later date. The non-binding proposal was subject to completion of due diligence and negotiation of definitive documentation. Representatives of Strategic Party A contacted the Company’s management to indicate that Strategic Party A had determined not to move forward in the process, indicating a desire to continue to execute its standalone business strategy as opposed to embarking on what would have been a transformational transaction for it. Representatives of Financial Sponsor Party D advised the Company’s financial advisor that, in light of recent market developments and Financial Sponsor Party D’s concern about production cyclicality, Financial Sponsor Party D could only submit a proposal that was materially lower than its prior proposal, representing only a modest premium to the Company’s then-current share price, which Financial Sponsor Party D did not believe

would be viewed by the Board as an attractive offer. Accordingly, Financial Sponsor Party D indicated that it would not submit a proposal in the process. Lastly, representatives of Financial Sponsor Party F advised the Company’s financial advisor that the Company’s management had already adopted many of the operational initiatives that Financial Sponsor Party F would typically adopt and, accordingly, did not see a compelling value creation opportunity for Financial Sponsor Party F. Accordingly, Financial Sponsor Party F indicated that it would not submit a proposal in the process.

On September 16, 2015, the Board held a special telephonic meeting attended by the Company’s management and outside financial and legal advisors to review the results of the strategic alternatives process. The Board reviewed the non-binding proposals received from Strategic Party B and Strategic Party C and the feedback from the other parties who did not submit proposals, as well as the Company’s results of operations, standalone business plan, financial position and business strategies, including options for refinancing the Company’s existing indebtedness. After receiving feedback from the Company’s financial advisor regarding its discussions with Strategic Party B and Strategic Party C following the submission of each party’s non-binding proposal, the Board believed that neither Strategic Party B nor Strategic Party C was likely to increase its proposal by any significant amount. After discussion, the Board determined that the Company would continue to execute on its standalone business plan at that time, looking for market windows during which to refinance its existing indebtedness on acceptable terms. It was noted that the Company’s management should continue to maintain appropriate dialogue, in consultation with the Company’s financial advisor, with potential strategic parties and financial sponsors who may be interested in exploring a transaction with the Company in the future.

In the fourth quarter of 2015 and into the first quarter of 2016, the Board and the Company’s management continued, working with the Company’s financial advisor, to explore potential strategic and financial alternatives to maximize stockholder value, such as business combinations, acquisitions and equity financing transactions, and also to monitor debt financing markets for opportunities to refinance its existing indebtedness on acceptable terms. The Company’s management continued appropriate dialogue with various potentially interested parties regarding the Company’s results of operations, financial position and business strategies, exploring whether potentially attractive strategic transaction opportunities might be available. The Company’s management provided regular updates to Mr. Risner and the other members of the Board regarding these meetings.

On October 15, 2015, Messrs. Dauch and Risch met with representatives of Financial Sponsor Party C in Chicago, and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party C continued to have an interest in exploring potential strategic transactions. The representatives of Financial Sponsor Party C expressed their view that the Company’s leveraged balance sheet was limiting its strategic growth options and that the Company should divest its Brillion business in the near term. The representatives of Financial Sponsor Party C also expressed an interest in continuing discussions with the Company, but noted that conflicting internal priorities could impact Financial Sponsor Party C’s ability to move forward.

On October 27, 2015, the Board held a regularly scheduled meeting, in which the Company’s management and financial advisors participated. The Company’s financial advisor provided an update on certain preliminary financial analyses regarding the Company, and also reviewed various considerations regarding a potential divestiture of the Company’s Brillion business. The Company’s financial advisor also discussed potential terms on which the Company might be able to refinance its currently outstanding debt that matures in August 2018.

On November 5, 2015, representatives of the Company’s financial advisor had a telephonic discussion with representatives of Financial Sponsor Party C and provided a general update on the Company’s operations and business strategies, including that management was evaluating the potential divestiture of the Company’s Brillion business. The representatives of Financial Sponsor Party C indicated that Financial Sponsor Party C was not able to move forward with a potential transaction with the Company at this time due to conflicting internal priorities, but that the parties should remain in contact.

On December 7, 2015, Messrs. Dauch and Risch had a meeting with representatives of a strategic party, which we refer to as Strategic Party E, to discuss general industry conditions and a potential strategic transaction involving the Company, based upon publicly available information.

On December 10, 2015, the Board held a regularly scheduled meeting attended by the Company’s management. The Board reviewed the Company’s financial position, results of operations and standalone business plan.

On December 17, 2015, Mr. Dauch, Mr. Michael Hajost, the Company’s Chief Financial Officer, and other members of the Company’s management, met with representatives of Financial Sponsor Party A in New York, and provided a general update on the Company’s operations and business strategies and discussed whether Financial Sponsor Party A would have an interest in exploring potential strategic transactions. Financial Sponsor Party A indicated that it may have an interest in exploring strategic transaction opportunities with the Company.

Also on December 17, 2015, Strategic Party E entered into an amendment to extend its prior confidentiality agreement with the Company to facilitate further discussions on the basis of confidential information. The confidentiality agreement did not include a standstill provision.

Also on December 17, 2015, following outreach from representatives of a financial sponsor party, which we refer to as Financial Sponsor Party H, Messrs. Dauch and Hajost, together with other members of the Company’s management, met with representatives of Financial Sponsor Party H in New York. The representatives of the Company provided an update on the Company’s operations and business strategies, based upon publicly available information. The representatives of Financial Sponsor Party H discussed a potential equity investment in the Company as a means to facilitate the Company’s growth strategies and refinancing of the Company’s existing indebtedness.

On December 18, 2015, Messrs. Dauch and Risner, Mr. Robert E. Davis, a member of the Board and affiliate of Cetus Capital, LLC, a significant shareholder, and other members of the Company’s management met with the Company’s financial advisor in New York, during which time the Company’s financial advisor provided an update on certain preliminary financial analyses regarding the Company and also reviewed strategic alternatives potentially available to the Company, including options for refinancing the Company’s existing indebtedness.

On January 11, 2016, Messrs. Risner, Davis, Dauch and Hajost, met with representatives of Financial Sponsor Party A in New York to discuss the Company’s results of operations, financial position and business strategies, as well as a process to explore a potential strategic transaction between the parties. Subsequent to this meeting, in response to Financial Sponsor Party A’s request, the Company provided certain confidential financial due diligence information regarding the Company and its results of operations.

On January 21, 2016, Messrs. Dauch and Hajost had a telephonic discussion with representatives of Financial Sponsor Party D, and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party D continued to have an interest in exploring potential strategic transactions. Financial Sponsor Party D indicated that it continued to have interest in exploring a potential strategic transaction, and requested that the Company provide additional financial information.

On February 1, 2016, Messrs. Dauch, Risch and Hajost met with representatives of Financial Sponsor Party C in Chicago, and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party C continued to have an interest in exploring potential strategic transactions. The representatives of Financial Sponsor Party C indicated that Financial Sponsor Party C would not be interested in the acquisition of the Company on a standalone basis, but might have interest in providing equity financing for, or completing an acquisition of the Company in the context of, a concurrent strategic acquisition or other third party business combination arranged by the Company.

Also on February 1, 2016, following outreach from representatives of the Company, Messrs. Dauch, Risch and Hajost met with representatives of a financial sponsor party, which we refer to as Financial Sponsor Party I, in Chicago, and provided a general update on the Company’s results of operations and business strategies based upon publicly available information, and discussed whether Financial Sponsor Party I would have an interest in exploring potential strategic transactions. Subsequent to this meeting, representatives of Financial Sponsor Party I advised the Company that Financial Sponsor Party I was not prepared to move forward with discussions at that time.

On February 5, 2016, Mr. Dauch and other members of the Company’s management and representatives of the Company’s financial advisor met with representatives of Financial Sponsor Party A in Livonia, Michigan, to provide a management presentation regarding the Company’s results of operations and business strategies and to review certain due diligence questions regarding the Company furnished by Financial Sponsor Party A. Financial Sponsor Party A subsequently indicated that it would attempt to provide a non-binding proposal for a potential transaction prior to the Company’s next regularly scheduled board meeting.

On February 8, 2016, a financial sponsor party, which we refer to as Financial Sponsor Party J, entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate further discussions on the basis of confidential information.

On February 11, 2016, Messrs. Dauch and Hajost had a telephonic discussion with representatives of Financial Sponsor Party D, during which they provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party D continued to have an interest in exploring potential strategic transactions. The representatives of Financial Sponsor Party D indicated that it would be willing to consider a potential private investment in the Company, but not an acquisition of the Company due to continuing challenges in the leveraged finance market.

On February 11, 2016, following earlier discussions on the basis of publicly available information between representatives of the Company’s management team and representatives of a financial sponsor party, which we refer to as Financial Sponsor Party K, after outreach to the Company from a representative of Financial Sponsor Party K, Financial Sponsor Party K entered into a confidentiality agreement with the Company, including a customary standstill provision, to facilitate further discussions on the basis of confidential information.

On February 12, 2016, Messrs. Dauch and Hajost met with representatives of Financial Sponsor Party K in Livonia, Michigan, to provide a management presentation regarding the Company’s results of operations and business strategies, and discussed whether Financial Sponsor Party K would have an interest in exploring potential strategic transactions. Financial Sponsor Party K indicated that it would like to receive additional financial information for review in connection with their consideration of exploring a potential strategic transaction.

On February 18, 2016, Messrs. Dauch, Hajost and Risch had further telephonic discussions with representatives of Financial Sponsor Party D to address certain follow-up due diligence questions regarding the Company’s results of operations and business strategies. The representatives of Financial Sponsor Party D indicated that they would review the additional detail provided by the Company and consider whether they were interested in continuing to explore a potential strategic transaction with the Company.

On February 23, 2016, representatives of Financial Sponsor Party A advised the Company’s management that Financial Sponsor Party A would not submit a proposal for a transaction with the Company. Financial Sponsor Party A indicated that its unwillingness to proceed with further discussions was based upon its broader economic concerns and outlook regarding the Class 8 truck market.

On February 24, 2016, the Board held a regularly scheduled meeting, in which the Company’s management and financial advisors participated, and, among other things, reviewed the Company’s business, financial position, results of operations and growth strategies, as well as management’s discussions with potentially interested parties regarding potential strategic transactions involving the Company. The Company’s financial advisor provided an update on financial markets generally, including debt financing markets. The Company’s financial advisor also reviewed certain preliminary financial analyses regarding the Company and various considerations for whether to solicit proposals for a potential acquisition of the Company at that time and the status of discussions with certain potentially interested parties. The Board directed management, working with the Company’s financial advisor, to continue discussions with potentially interested parties to explore whether strategic transaction opportunities would become available. The Board also discussed initiating a process to sell its Brillion business due to, among other things, the capital intensive nature of the Brillion business, the recent financial performance of and general industry trends impacting the Brillion business and the view that Brillion constituted a non-core business relative to the Company’s core commercial vehicle wheels and wheel-end components and assemblies business. The Board then authorized management to move forward on a process to sell the Brillion business, working with a different financial advisor engaged by the Company for the Brillion process.

Subsequent to this meeting, the Company’s management and financial advisors held numerous discussions with potentially interested parties regarding the Company’s results of operations and business strategies, including whether such parties would have an interest in exploring strategic transactions. The Company’s management regularly updated Mr. Risner and other members of the Board regarding these conversations.

On March 3, 2016, Messrs. Dauch and Hajost met with representatives of Financial Sponsor Party G in New York, and provided a general update on the Company’s results of operations and business strategies and

discussed whether Financial Sponsor Party G would have an interest in exploring potential strategic transactions. Subsequent to this meeting, representatives of Financial Sponsor Party G advised the Company that, in light of concerns regarding production cyclicality, Financial Sponsor Party G was not interested pursuing a strategic transaction with the Company at that time.

Also on March 3, 2016, Messrs. Dauch and Hajost met with representatives of Financial Sponsor Party D in New York and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party D had an interest in exploring potential strategic transactions. The representatives of Financial Sponsor Party D again indicated that it would be willing to consider a potential private investment in the Company, but not an acquisition of the Company due to continuing challenges in the leveraged finance market.

Also on March 3, 2016, Messrs. Dauch and Hajost met with representatives of Financial Sponsor Party J in New York, and provided a general update on the Company’s results of operations and business strategies, and discussed whether Financial Sponsor Party J would have an interest in exploring a potential strategic transaction with the Company. Subsequent to this meeting, representatives of Financial Sponsor Party J advised the Company that Financial Sponsor Party J was not interested pursuing a strategic transaction with the Company at that time.

On March 8, 2016, Mr. Dauch had a telephonic discussion with representatives of Financial Sponsor Party K and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party K continued to have an interest in exploring potential strategic transactions. Subsequent to these discussions, representatives of Financial Sponsor Party K advised the Company that Financial Sponsor Party K was not interested pursuing a strategic transaction with the Company due to concerns about its ability to obtain financing for a potential transaction.

On March 10, 2016, representatives of Financial Sponsor Party L contacted the Company’s financial advisor to express interest in exploring a potential strategic transaction.

On March 14, 2016, Messrs. Risner and Dauch, together with representatives of the Company’s financial advisor, met with Financial Sponsor Party C in Chicago and provided a further update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party C would have an interest in exploring potential strategic transactions. The representatives of Financial Sponsor Party C indicated that Financial Sponsor Party C would not be interested in the acquisition of the Company on a standalone basis, but might have interest in completing an acquisition of the Company in the context of a concurrent strategic acquisition or other third party business combination arranged by the Company.

Also on March 14, 2016, Messrs. Dauch, Risner and Davis had a meeting with representatives of Strategic Party E in Chicago, during which the representatives of Strategic Party E indicated it had an interest in a potential acquisition of certain assets of the Company’s Gunite business. Subsequent to these meetings, a representative of Strategic Party E advised the Company that Strategic Party E was not interested in pursuing a strategic transaction with the Company at that time, but that the parties should remain in contact.

On March 17, 2016, following outreach by the Company’s financial advisor, the Company’s financial advisor had discussions with representatives of Crestview Advisors, L.L.C. (“ Crestview ”), during which Crestview noted its familiarity with and appreciation for the Company’s business. Crestview indicated that it was interested in learning more about the status of the Company’s operations and future growth opportunities, and expressed interest in receiving more information about the Company in the context of exploring a potential strategic transaction.

On March 21, 2016, Financial Sponsor Party L entered into a confidentiality agreement to facilitate further discussions on the basis of confidential information. The confidentiality agreement contained a standstill provision, but allowed Financial Sponsor Party L to make proposals to the Board on a confidential, non-public basis without limitation. The next day, on March 22, 2016, Messrs. Dauch and Hajost met with representatives of Financial Sponsor Party L at the Company’s headquarters in Evansville, Indiana, and provided an overview of the Company’s business, results of operations and business strategies, and discussed whether Financial Sponsor Party L would have interest in exploring a potential strategic transaction.

On April 1, 2016, the Company’s management met with representatives of Strategic Party B at the Company’s headquarters in Evansville, Indiana, and provided a general update on the Company’s operations and discussed whether Strategic Party B would have further interest in exploring a potential strategic transaction, as well as touring the Company’s facility in Henderson, Kentucky.

On April 5, 2016, following outreach from representatives of a strategic party, which we refer to as Strategic Party F, Mr. Dauch and other members of the Company’s management team, together with the Company’s legal advisor, met with representatives of Strategic Party F in Chicago to discuss whether Strategic Party F had interest in pursuing a strategic transaction with the Company. During this meeting the representatives of Strategic Party F only expressed interest in a potential acquisition of the Company’s steel wheels business. Subsequent to this meeting, representatives of Strategic Party F advised the Company that Strategic Party F was not interested in pursuing a strategic transaction with the Company at that time.

On April 14, 2016, the Company’s management and representatives of the Company’s financial advisor had further discussions with representatives of Strategic Party B at the headquarters of Strategic Party B, to explore the opportunity for a potential strategic transaction between the parties. Following these discussions, Strategic Party B indicated that it was not prepared to proceed with discussions regarding a potential strategic transaction at that time, as Strategic Party B did not view the Company’s plans for growth outside of North America as synergistic with Strategic Party B’s strategic growth plan.

On April 21, 2016, Crestview entered into a confidentiality agreement containing a customary standstill provision to facilitate further discussions on the basis of confidential information.

On April 25, 2016, the Board held a regularly scheduled meeting, in which the Company’s management and financial advisor participated, and, among other things, reviewed the Company’s business, financial position, results of operations and growth strategies, as well as strategic alternatives available to the Company and management’s discussions with potentially interested parties regarding potential strategic transactions involving the Company. The Company’s financial advisor provided an update on financial markets generally, including debt financing markets, and reviewed certain preliminary financial analyses regarding the Company. The Board directed management, working with the Company’s financial advisor, to continue discussions with potentially interested parties to explore potential strategic transactions and, if appropriate, to solicit non-binding proposals that might be of interest to the Company. The Board also discussed the status of its process to sell its Brillion business and the potential net sales proceeds that could be achievable in a successful sale process.

On May 3, 2016, the Company’s management had a meeting with representatives of Crestview in Evansville, Indiana and provided a general overview of the Company’s business, financial position, results of operations and business strategies. The representatives of Crestview indicated an interest in exploring strategic transaction opportunities with the Company. Over the course of the rest of May, the Company provided Crestview with access to confidential information about the Company, including financial projections for the Company on a standalone basis, assuming the divestiture of the Brillion business for $40 million of estimated net sales proceeds, and Crestview engaged in a customary due diligence review of the Company, including visiting certain of the Company’s sites and manufacturing facilities, reviewing legal matters and meeting with the Company’s senior management regarding business operations and financial matters.

During the month of May 2016, the Company’s management and financial advisor participated in further discussions with representatives of Strategic Party B, Financial Sponsor Party A, Financial Sponsor Party C, and Financial Sponsor Party L, and also initiated discussions with Financial Sponsor Party M and Financial Sponsor Party N, among other parties, to explore whether such parties would be interested in pursuing strategic transactions with the Company. These discussions were conducted only based upon publicly available information to the extent such parties had not yet entered into a confidentiality agreement with the Company. The Company’s management regularly updated Mr. Risner and other members of the Board regarding these discussions. It was determined that the Company’s financial advisor should request that potentially interested parties submit non-binding proposals by no later than the first week of June 2016 to allow time for the Board to review and respond on a parallel track with the pending Brillion sale process.

On May 9, 2016, Financial Sponsor Party L indicated to the Company’s financial advisor that it would not proceed with further discussions due to concerns about its ability to obtain financing for a potential transaction.

On May 12, 2016, Financial Sponsor Party M entered into a confidentiality agreement, which contained a standstill provision that did not include a “sunset” provision, to facilitate further discussions on the basis of confidential information.

On May 23, 2016, Mr. Dauch and other members of the Company’s management had a meeting with representatives of Financial Sponsor Party M in Evansville, Indiana and provided a general overview of the Company’s business, financial position, results of operations, business strategies and acquisition opportunities. The representatives of Financial Sponsor Party M indicated an interest in exploring strategic transaction opportunities with the Company. Over the course of the rest of May 2016, the Company provided Financial Sponsor Party M with access to confidential information about the Company, including financial projections for the Company on a standalone basis, assuming the divestiture of the Brillion business for $40 million of estimated net sales proceeds, and Financial Sponsor Party M engaged in a customary due diligence review of the Company, including visiting certain of the Company’s sites and manufacturing facilities, reviewing legal matters and meeting with the Company’s management regarding business operations and financial matters.

On June 1, 2016, Financial Sponsor Party N entered into a confidentiality agreement, which contained a standstill provision that did not include a “sunset” provision, to facilitate further discussions on the basis of confidential information.

On June 3, 2016, Financial Sponsor Party M submitted an indication of interest to acquire the Company at a price in the range of $2.05-$2.75 per share in cash, which price assumed, among other things, net cash proceeds of $40 million from the Brillion sale and that the Company remained on track to achieve $79.3 million in adjusted EBITDA for 2016. The Financial Sponsor Party M proposal was conditioned upon completion of due diligence and negotiation of definitive transaction documentation.

On June 6, 2016, Messrs. Dauch, Hajost and other members of the Company’s management had a telephonic discussion with representatives of Financial Sponsor Party N and provided a general update on the Company’s results of operations and business strategies and discussed whether Financial Sponsor Party N would have an interest in exploring potential strategic transactions. Subsequent to these discussions, representatives of Financial Sponsor Party N advised the Company that Financial Sponsor Party N was not interested in pursuing a strategic transaction with the Company as it was focused on smaller-scale investments at that time.

On June 6, 2016, Messrs. Dauch, Hajost and other members of the Company’s management and representatives of the Company’s financial advisor had a telephonic discussion with representatives of Financial Sponsor Party C to gauge Financial Sponsor Party C’s interest in a pursuing a potential strategic transaction. The representatives of Financial Sponsor Party C indicated that Financial Sponsor Party C would be willing to continue discussions, but only on the basis that the Company would be in a position to execute and complete a platform acquisition on a parallel path with Financial Sponsor Party C’s acquisition of the Company.

On June 7, 2016, Crestview submitted an indication of interest to acquire the Company at a price of $3.65 per share in cash, which price was conditioned upon the successful sale of Brillion, as well as completion of due diligence and negotiation of definitive transaction documentation. The Crestview proposal requested that the Company enter into a limited period of exclusivity with Crestview to complete due diligence and negotiate definitive documentation, based upon an express understanding that the definitive transaction documents would provide the Board with a post-signing “go shop” period. In subsequent conversations with the Company’s financial advisor, representatives of Crestview reiterated the importance of engaging on an exclusive basis as a condition to Crestview moving forward with its proposal.

On June 8, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. Legal counsel reviewed the Board’s fiduciary obligations when considering a potential sale transaction. The Company’s financial advisor summarized the key financial and other terms of the indications of interest received from Crestview and Financial Sponsor Party M, including Crestview’s requirement to engage on an exclusive basis. The Board discussed financial aspects of the indications of interest, the risks and benefits of granting exclusivity to Crestview, timing and process considerations for evaluating and responding to the indications of interest, and the potential impact of the Company’s on-going efforts for the sale of its Brillion business. The Company’s financial advisor noted that, based on their discussions with Crestview, the price of $3.65 per share appeared to attribute value to the Company as a platform for future acquisitions in addition to its current value on a standalone basis. After discussion, the Board requested that the Company’s legal advisors negotiate a form exclusivity agreement with Crestview’s legal advisor, Kirkland & Ellis LLP, to be

presented to the Board at a future meeting. The Board also instructed the Company’s financial advisor to contact Financial Sponsor Party M to indicate that the Board recognized and appreciated the value of its indication of interest, but Financial Sponsor Party M would need to increase its proposal substantially for the Company to move forward at that time. The Board reviewed the status of discussions with other potentially interested parties and instructed the Company’s management and financial advisor to reach out to each of Strategic Party B, Financial Sponsor Party C and Financial Sponsor Party A to explore whether such party would submit an indication of interest in the near term for a strategic transaction.

On June 9, 2016, Crestview’s legal advisor circulated a proposed exclusivity agreement providing for an initial 30 day exclusivity period, subject to automatic extension in certain circumstances. Over the course of the following days, the parties’ respective legal advisors engaged in negotiations regarding the terms of the proposed exclusivity agreement, including the automatic extension provision and whether the Board would have a “fiduciary out” to terminate exclusivity in response to a superior proposal.

Also on June 9, 2016, at the direction of the Board, representatives of the Company’s financial advisor had discussions with representatives of Financial Sponsor Party M, indicating to Financial Sponsor Party M that it would need to substantially increase its indicative offer in order to move forward. Financial Sponsor Party M expressed its disappointment that it was not in a position to move forward on such basis.

Also on June 9, 2016, at the direction of the Board, Mr. Dauch contacted representatives of Strategic Party B to ask whether Strategic Party B was still interested in pursuing a transaction with the Company. The representative of Strategic Party B indicated that Strategic Party B did not have a strong interest in pursuing an acquisition of the Company at that time, and did not view the Company’s plans for growth outside of North America as synergistic with Strategic Party B’s strategic growth plan.

Also on June 9, 2016, Mr. Hajost and other members of the Company’s management met with representatives of Financial Sponsor Party H in Connecticut. The representatives of the Company provided an update on the Company’s operations and business strategies, based upon publicly available information.

On June 10, 2016, at the direction of the Board, representatives of the Company’s financial advisor contacted representatives of Financial Sponsor Party C to ask whether Financial Sponsor Party C was still interested in pursuing a transaction with the Company. The representatives of Financial Sponsor Party C indicated that Financial Sponsor Party C would be willing to continue discussions, but only on the basis that the Company would be in a position to execute and complete a platform acquisition on a parallel path with Financial Sponsor Party C’s acquisition of the Company.

Later in the day on June 10, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. The Board reviewed the strategic alternatives review process that had been initiated in July 2015 in response to the non-binding proposal from Financial Sponsor Party C and the various conversations with potentially interested parties undertaken since that time, resulting in the Crestview proposal. The Board also received an update on the recent discussions with each of the current potentially interested parties, noting that Financial Sponsor Party M had elected not to increase its purchase price and Strategic Party B had indicated that it was not prepared to move forward with transaction discussions at that time. The Board discussed that, although Financial Sponsor Party C was willing to continue transaction discussions, Financial Sponsor Party C’s requirement to execute and complete a concurrent platform acquisition introduced significant risk to the Company. It was determined that the Company’s financial advisor should contact Financial Sponsor Party C to explore whether Financial Sponsor Party C would be willing to submit a proposal at that time, either with or without the concurrent platform acquisition condition. The Board also reviewed the discussions with Crestview and the Company’s legal advisor reviewed the terms of the 30 day exclusivity agreement proposed by Crestview’s legal advisor.

The Company’s management then reviewed for the Board certain financial projections for the Company on a standalone basis. The Board authorized the Company’s financial advisor to provide the financial projections to Crestview, prior to any decision to enter into exclusive discussions, and authorized the Company’s financial advisor to prepare preliminary financial analyses for discussion with the Board using the management financial projections. The financial projections provided to Crestview included, among other things, an estimate of 2016 Adjusted EBITDA of $78.3 million. The Board instructed the Company’s legal advisor to continue negotiations with Crestview’s legal advisor regarding the form exclusivity agreement and determined to reconvene on June 13, 2016 to consider whether to grant exclusivity to Crestview.

On June 11, 2016, as requested by the Board, the Company’s financial advisor contacted Financial Sponsor Party C to confirm whether Financial Sponsor Party C would be willing to propose a purchase price for the Company, and noting the Board’s concern about Financial Sponsor Party C’s proposed concurrent platform acquisition condition. Financial Sponsor Party C did not provide any update regarding its purchase price, and indicated that it was not interested in pursuing a transaction at that time.

Also on June 11, 2016, the Company’s management furnished the financial projections as authorized by the Board to representatives of Crestview. The financial projections gave effect to the anticipated sale of Brillion, assuming that the Company would realize $40 million in net proceeds in connection with the Brillion sale. Representatives of Crestview subsequently contacted the Company’s financial advisor to confirm that Crestview was prepared to move forward with transaction discussions at the $3.65 per share purchase price, subject to the assumptions contained in Crestview’s June 7 ^th indication of interest. Crestview reiterated that it would only move forward if the parties entered into an exclusivity agreement.

On June 13, 2016, the Company’s financial advisor had discussions with Financial Sponsor Party A, during which the Company’s financial advisor informed Financial Sponsor Party A that the Company was in discussions with another potentially interested party that were progressing rapidly, and that Financial Sponsor Party A would need to move very quickly if it wanted to be in a position to engage in further discussions at that time. Financial Sponsor Party A indicated that it was not in a position to submit a proposal on an accelerated timeline.

Later in the day on June 13, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. The Board received an update from the Company’s financial advisor on the recent discussions with potentially interested parties. The Board reviewed the strategic alternatives available to the Company, including for the Company to execute on its standalone plan while pursuing a refinancing of the Company’s existing debt capital structure, the possibility of pursuing a merger transaction with a strategic partner, and the potential sale of the Company. The Company’s financial advisor reviewed certain preliminary financial analyses with respect to the Company on a standalone basis, giving effect to the Brillion sale, and indicated that the Crestview proposal at $3.65 per share appeared to represent a preemptive valuation for the Company. The Company’s financial advisor also reviewed customary “go-shop” processes, as contemplated by Crestview’s offer, which would allow the Company to solicit transaction proposals from potentially interested parties for a specified period of time following announcement of a definitive agreement with Crestview. The Company’s legal advisor then reviewed the revised terms of the proposed Crestview exclusivity agreement, noting that the 30 day exclusivity period would not be subject to automatic extension and that the Board retained a “fiduciary out” to terminate the exclusivity agreement in response to a superior proposal. Following discussion, the Board approved the exclusivity agreement with Crestview and directed the Company’s management and financial and legal advisors to move forward with due diligence and transaction documentation with Crestview on an expedited basis. For administrative convenience and efficiency in light of the anticipated significant level of activity to follow, the Board also authorized the formation of an “ad hoc” transaction committee of the Board (the “ Ad Hoc Transaction Committee ”), comprised of Messrs. Risner, Davis and Adams, which would administer and oversee the day-to-day process for the Crestview transaction and act as a Board-level resource for the Company’s management and the financial and legal advisors. It was noted that the Ad Hoc Transaction Committee intended to provide regular updates to the Board and would not have the authority to approve any definitive transaction.

On June 14, 2016, Crestview and the Company entered into the exclusivity agreement, as authorized by the Board. Following entry into the exclusivity agreement, on June 15, 2016, the Company made available customary business, financial and legal due diligence documents to Crestview and its outside advisors in an electronic data room. The Company’s management and representatives of Crestview, together with the Company’s financial advisor, met in Evansville, Indiana on June 17, 2016 for an in-depth review of business and financial diligence items, and discussed process and timing for Crestview’s due diligence review and negotiation of definitive transaction documentation. During this period and into July 2016, the Company’s management and financial and legal advisors engaged in numerous due diligence discussions with Crestview and its outside advisors regarding the Company’s business, financial position, results of operations and business strategies.

On June 24, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors, as well as the Company’s separate financial advisor for the Brillion sale process. The Board received a general update from the Company’s financial advisor for the Brillion sale process regarding the process conducted following the Board’s determination to actively pursue the sale of Brillion in

February 2016. It was noted that there had been initial outreach to 35 potential buyers, further discussion with 10 potential buyers on the basis of confidential information following entry into a confidentiality agreement, site visits and management presentations with five of those potential buyers, and the receipt of initial indications of interest from five of those potential buyers. The Company’s financial advisor for the Brillion sale process also provided detail regarding the status and timing of the Brillion sale process, including that the Company had received final proposals from one bidder, “Brillion Buyer A”, at a price of $25 million and a second bidder, “Brillion Buyer B”, at a price of the lesser of $30 million and the appraised liquidation value of Brillion’s machinery and equipment. Brillion Buyer B’s proposal provided that a portion of the purchase price would be in the form of a promissory note issued by Brillion Buyer B and, accordingly, was not viewed by the Board as attractive to the Company. It was noted that a third potential bidder was still evaluating whether to make a proposal. After discussion, subject to a more favorable proposal being received from the third potential bidder, the Board instructed management to move forward with discussions with Brillion Buyer A. The Board also received an update regarding Crestview’s due diligence review of the Company. It was noted that Crestview continued to work towards a definitive proposal by the July 14, 2016 expiration of the 30 day exclusivity period, but had reiterated that it would not enter into definitive transaction documentation prior to signing and closing of the Brillion sale.

Also on June 24, 2016, the Company’s legal advisor sent the first draft of the proposed Merger Agreement to Crestview’s legal advisor. Among other terms that were customary for a public company acquisition agreement, the proposed agreement included a 45 day go-shop period, a contemplated “two-tiered” termination fee with a lower termination fee payable for terminations during the go-shop period (as well as after the go-shop period for an exempted person) and limited matching rights for Crestview in response to superior proposals.

On June 30, 2016, the Company’s management met with Crestview’s investment committee in New York to review the Company’s business, financial position, results of operations and business strategies.

Also on June 30, 2016, Crestview’s legal advisor sent a revised draft of the Merger Agreement to the Company’s legal advisor, in addition to certain ancillary transaction documents. The revised Merger Agreement proposed certain terms that were customary for a private equity buyer in transactions of this nature that would allow the Company to specifically enforce certain terms of the Merger Agreement or receive a reverse termination fee from Crestview in the event of a financing failure or other specified breaches of the Merger Agreement by Crestview. The revised draft of the Merger Agreement also proposed (i) a 30-day go-shop period, (ii) expanded matching rights with respect to any superior proposal, (iii) a termination fee of $10 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $15 million after the end of go-shop period or in connection with a change of recommendation by the Board, (iv) a reverse termination fee of $15 million, and (v) a new provision requiring the Company to reimburse Crestview for its reasonable expenses in an amount not to exceed $5 million if the Merger Agreement was terminated in certain circumstances. Crestview also requested that Cetus Capital, L.L.C. and certain of its affiliates, including Mr. Davis (collectively, “ Cetus ”), who at the time beneficially owned approximately 17.3% of the shares of the Company’s outstanding stock, enter into a voting agreement with respect to the proposed merger.

On July 6, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors, as well as the Company’s separate financial advisor for the Brillion sale process. The Board received an update from the Company’s financial advisor for the Brillion sale process on the status of Brillion Buyer A’s due diligence review and negotiation of transaction documentation. It was noted that the parties had initially targeted August 5, 2016 as the earliest possible signing and closing date for the Brillion sale transaction. The Company’s financial advisor provided an update on the status of Crestview’s due diligence review. It was noted that Crestview continued to work towards a definitive proposal by the July 14, 2016 expiration of the 30 day exclusivity period, but had reiterated that it would not enter into definitive transaction documentation prior to the signing and closing of the Brillion sale. The Company’s legal advisors provided an overview of the key terms of the Merger Agreement and Crestview’s proposed changes to the initial draft Merger Agreement. The Board instructed the Company’s management and outside advisors to continue working as expeditiously as possible to complete due diligence and transaction documentation for both the Brillion sale process and the proposed sale of the Company to Crestview.

Also on July 6, 2016, representatives of the Company’s management team had meetings in Detroit, Michigan with representatives of Crestview and representatives of Crestview’s potential financing sources and provided detail on the Company’s results of operations and business strategies.

On July 8, 2016, representatives of the Company’s management team had discussions with representatives of Brillion Buyer A, during which the representatives of Brillion Buyer A confirmed that it was not willing to increase the purchase price of $25 million included in the most recent offer it delivered to the Company to acquire the Brillion business.

On July 11, 2016, the Company’s legal advisor sent a revised draft of the Merger Agreement to Crestview’s legal advisor. This revised draft included general revisions to provide the Company with stronger enforcement rights, and also included (i) a 40-day go-shop period, (ii) a termination fee of $2.5 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $5 million after the end of go-shop period or in connection with a change of recommendation by the Board, (iii) a reverse termination fee of $35 million, and (iv) no provision requiring the Company to reimburse Crestview for its reasonable expenses if the Merger Agreement is terminated in certain circumstances.

On July 12, 2016, at the Board’s request, the Company’s financial advisor contacted Crestview to provide an update on, among other things, the estimated $25 million price offered by Brillion Buyer A in the Brillion sale process, as well as the August 5 ^th targeted signing and closing date for the Brillion transaction. Crestview requested an extension of the exclusivity period until July 19, 2016 to complete its due diligence review and submit a definitive transaction proposal. Crestview reiterated that it would not enter into definitive transaction documentation prior to the signing and closing of the Brillion sale, and noted that the reduced sale price for Brillion would be taken into account in Crestview’s definitive transaction proposal. Later in the day on July 12, 2016, the Ad Hoc Transaction Committee of the Board approved, and the Company entered into, an extension of the exclusivity period under the exclusivity agreement with Crestview to July 19, 2016.

On July 14, 2016, the Company’s financial advisor furnished updated financial projections to representatives of Crestview for purposes of its due diligence review, which included, among other things, an updated estimate of 2016 Adjusted EBITDA of $76.2 million. The Company’s management had prepared the updated estimate of 2016 Adjusted EBITDA in connection with its ordinary course review of the Company’s year-to-date financial performance and results of operations.

Also on July 14, 2016, Mr. Dauch met with representatives of Financial Sponsor Party H in New York. Mr. Dauch provided an update on the Company’s operations and business strategies, based upon publicly available information. The representatives of Financial Sponsor Party H asked about a potential equity investment in the Company as a means to facilitate the Company’s growth strategies and refinancing of the Company’s existing indebtedness. There were no further discussions with Financial Sponsor Party H prior to the announcement of the Company’s entry into the Merger Agreement.

On July 18, 2016, Crestview submitted a revised non-binding proposal that included a reduced price of $2.60 per share in cash. Crestview’s letter cited as reasons for the reduction in price, among other things, the Company’s reduced estimate for 2016 Adjusted EBITDA, additional shares deemed to be outstanding from vesting of the Company’s restricted stock units and performance stock units, the reduced estimated net proceeds from the Brillion sale, certain estimated pension funding obligations in the United States and Canada, and certain restrictions on use of the Company’s cash in Mexico and Italy as a source of funding for the transaction. Crestview stated that it had substantially completed its due diligence review, but noted that its proposal was conditioned upon at least $22.7 million in net proceeds from the Brillion sale. Crestview reiterated that it would not enter into definitive transaction documentation prior to signing and closing of the Brillion sale. Lastly, Crestview requested a further extension of exclusivity to August 9, 2016, which was after the targeted closing date for the Brillion sale.

Later in the day on July 18, 2016, the Board held its regularly scheduled meeting in Chicago, Illinois, attended by the Company’s management and financial and legal advisors, as well as the Company’s separate financial advisor for the Brillion sale process. The Company’s financial advisor reviewed Crestview’s revised non-binding proposal, including the specific considerations cited by Crestview to explain its price reduction, and summarized discussions with representatives of Crestview regarding these matters. The Company’s management updated the Board regarding the Company’s year-to-date financial performance and results of operations, which

included, among other things, the updated estimate of 2016 Adjusted EBITDA. The Company’s financial advisor also reviewed certain preliminary financial analyses with respect to the Company on a standalone basis, giving effect to the Brillion sale, and based upon financial projections prepared by the Company’s management. The Company’s financial advisor also provided an update on debt and equity markets generally, and discussed potential terms on which the Company might be able to refinance its currently outstanding debt that matures in August 2018. The Company’s legal advisors then provided an update on the status of negotiations regarding the Merger Agreement and detailed certain considerations regarding the go-shop process, termination fees and related issues. After discussing Crestview’s revised proposal and its request to extend the exclusivity period, the Board authorized the extension of the exclusivity agreement with Crestview and instructed the Company’s management and financial advisor to continue discussions with Crestview by addressing the specific terms outlined in Crestview’s revised proposal and to request that Crestview increase its purchase price.

On July 20, 2016, the Ad Hoc Transaction Committee of the Board approved, and the Company entered into, an extension of the exclusivity period under the exclusivity agreement with Crestview to August 3, 2016, in light of the additional time required to conclude the Brillion sale process.

In the days following the July 18 ^th Board meeting, the Company’s management and financial advisor continued the discussions with Crestview regarding its revised proposal and requested that Crestview increase its purchase price. Following these discussions, on July 23, 2016, Crestview informed the Company’s financial advisor that it was willing to increase its proposed purchase price to $2.80 per share, subject to further adjustment if the actual net proceeds realized by the Company in connection with the sale of Brillion were less than the then-current estimate of $22.7 million.

On July 25, 2016, the Board held a special telephonic meeting with the Company’s management and financial and legal advisors. The Board reviewed the revised Crestview proposal of $2.80 per share, including that Crestview had indicated that its proposal was subject to further adjustment if the actual net proceeds realized by the Company in connection with the sale of Brillion were less than the then-current estimate of $22.7 million. It was noted that Crestview could be expected to reduce its purchase price by approximately $0.02 per share for every $1 million reduction in proceeds received from the sale of Brillion. The Company’s financial advisor also reviewed certain preliminary financial analyses with respect to the Company on a standalone basis, giving effect to the Brillion sale, and based upon the financial projections prepared by the Company’s management, which included, among other things, the updated estimate of 2016 Adjusted EBITDA, and summarized under “ —Certain Financial Projections ” on page 60 of this proxy statement. The Board instructed the Company’s management and outside advisors to continue working as expeditiously as possible to finalize both the Brillion sale and the proposed sale of the Company to Crestview.

Also on July 25, 2016, Crestview’s legal advisor sent revised drafts of the Merger Agreement and ancillary transaction documents to the Company’s legal advisor. The revised draft of the Merger Agreement proposed (i) a 35-day go-shop period, (ii) a termination fee of $6.25 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $12.5 million after the end of go-shop period or in connection with a change of recommendation by the Board, (iii) a reverse termination fee of $20 million, and (iv) reinserted the provision requiring the Company to reimburse Crestview for its reasonable expenses if the Merger Agreement is terminated in certain circumstances in an amount not to exceed $5 million. Crestview’s legal advisor also provided a proposed voting agreement to be entered into with Cetus.

On July 29, 2016, Brillion Buyer A submitted a revised offer in connection with the Brillion sale transaction, which included a reduced purchase price of $15 million. Following receipt of this revised offer, at the Company’s request, the Company’s financial advisor reported the latest offer to Crestview.

Due to the additional time required to conclude the Brillion sale process, on August 2, 2016, the Ad Hoc Transaction Committee approved, and the Company entered into, an amendment to the exclusivity agreement with Crestview, extending the termination of the exclusivity period to August 9, 2016.

During the month of August, the respective outside legal advisors for the Company and Crestview continued to negotiate the terms of the Merger Agreement and the related ancillary agreements, including the Cetus voting agreement.

On August 5, 2016, the Company’s legal advisor sent a revised draft of the Merger Agreement to Crestview’s legal advisor. This revised Merger Agreement provided for (i) a 35-day go-shop period, (ii) a termination fee of $2.5 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $5 million after the end of go-shop period or in connection with a change of recommendation by the Board, (iii) a reverse termination fee of $32.5 million, and (iv) no provision requiring the Company to reimburse Crestview for its reasonable expenses if the Merger Agreement is terminated in certain circumstances.

On August 9, 2016, the Ad Hoc Transaction Committee approved, and the Company entered into, an amendment to the exclusivity agreement with Crestview, extending the termination of the exclusivity period to August 19, 2016.

On August 10, 2016, at the request of the Ad Hoc Transaction Committee, the Company’s financial advisor sent the current draft of the proposed stock purchase agreement for the Brillion sale to Crestview.

On August 12, 2016, Crestview submitted a revised proposal to acquire the Company for $2.55 per share, which it noted was driven by the lower estimated net proceeds from the Brillion sale. Later on August 12, 2016, Crestview’s legal advisor sent revised drafts of the Merger Agreement and ancillary transaction documents to the Company’s legal advisor, that included (i) a termination fee of $6.25 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $12.5 million after the end of go-shop period or in connection with a change of recommendation by the Board, (ii) a reverse termination fee of $20 million, and (iii) a provision requiring the Company to reimburse Crestview for its reasonable expenses in an amount not to exceed $5 million if the Merger Agreement is terminated in certain circumstances.

On August 16, 2016, the Ad Hoc Transaction Committee held a telephonic meeting with the Company’s management and financial and legal advisors. The Company’s financial advisor provided a general update regarding the August 12 ^th proposal submitted by Crestview, noting that Crestview had cited the reduced net proceeds to be received in the Brillion sale, as well as certain contingent liability items identified by Crestview under the proposed stock purchase agreement for the Brillion sale. The Company’s legal advisor provided a general overview of the material legal issues that remained outstanding in the draft Merger Agreement, including the amount of the termination fee, the amount of the reverse termination fee, and the extent to which the Company would agree to expense reimbursement if the Merger Agreement was terminated in certain circumstances. The Ad Hoc Transaction Committee, along with the Company’s management and financial and legal advisors, then prepared a response to the material open business and legal issues. After this discussion, the Ad Hoc Transaction Committee instructed the Company’s financial advisor to seek an increase in the proposed purchase price of up to $0.25 per share in discussions with Crestview, and instructed the Company’s legal advisor to continue to negotiate to address the material legal issues in the draft Merger Agreement.

Later in the day on August 16, 2016, representatives of the Company’s management and financial and legal advisors engaged in telephonic discussions with representatives of Crestview and its legal advisor regarding the material open business and legal issues in the transaction. The Company’s financial advisor provided responses to the material items identified by Crestview in its most recent proposal, and at the direction of the Board requested that Crestview increase its purchase price by an additional $0.25 per share. The parties also discussed the material open issues in the Merger Agreement, including the amount of the termination fee, the reverse termination fee and whether Crestview would be entitled to expense reimbursement in the event the Merger Agreement was terminated in certain circumstances.

On August 17, 2016 Crestview submitted a revised offer of $2.60 per share, subject to adjustment based on the net proceeds received by the Company from the sale of Brillion. Crestview’s revised offer also proposed (i) a termination fee of $4 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $8 million after the end of go-shop period or in connection with a change of recommendation by the Board, (ii) a reverse termination fee of $15 million, and (iii) a provision requiring the Company to reimburse Crestview for its reasonable expenses if the Merger Agreement is terminated in certain circumstances in an amount not to exceed $4 million.

On August 18, 2016, the Ad Hoc Transaction Committee held a telephonic meeting attended by the Company’s management and financial and legal advisors. The Company’s financial advisor summarized the revised proposal submitted by Crestview on August 17, 2016. The Company’s legal advisor detailed the status of

the material open issues in the draft Merger Agreement with Crestview, including the proposed termination fee, reverse termination fee and expense reimbursement provision. After discussion, the Ad Hoc Transaction Committee instructed the Company’s financial advisor to engage with Crestview to seek an increase in the purchase price to $2.65 per share. The Ad Hoc Transaction Committee also instructed the advisors to seek (i) a termination fee of approximately $3 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $6 million after the end of go-shop period or in connection with a change of recommendation by the Board, (ii) a reverse termination fee of $22.5 million, and (iii) expense reimbursement in an amount not to exceed $500,000.

On August 18, 2016, the Company’s legal advisor sent revised drafts of the Merger Agreement and ancillary transaction documents to Crestview’s legal advisor, which provided for, among other things, a lower termination fee, an increased reverse termination fee, and limited expense reimbursement, as instructed by the Ad Hoc Transaction Committee.

On August 19, 2016, the Company’s financial advisor engaged in discussions with Crestview, during which the Company’s financial advisor proposed a $0.05 increase in Crestview’s purchase price to $2.65 per share, as instructed by the Ad Hoc Transaction Committee. Crestview stated that its previously proposed price of $2.60 per share was the highest price it was prepared to offer.

On August 19, 2016, the Ad Hoc Transaction Committee approved, and the Company entered into, an amendment to the exclusivity agreement with Crestview, extending the termination of the exclusivity period to August 26, 2016.

On August 20, 2016, Crestview delivered a revised proposal to the Company, which it characterized as its “best and final” offer, that included a proposed purchase price of $2.60 per share, subject to adjustment based on the net proceeds received by the Company from the sale of Brillion. Crestview’s revised offer also included (i) a termination fee of $4 million if the Company terminates the Merger Agreement in connection with a superior proposal during the go-shop period or with respect to an exempted person and $8 million after the end of go-shop period or in connection with a change of recommendation by the Board, (ii) a reverse termination fee of $16 million, and (iii) expense reimbursement in an amount not to exceed $3.5 million.

On August 20, 2016, Brillion Buyer A communicated a further reduced purchase price for Brillion of $14 million.

On August 22, 2016, the Ad Hoc Transaction Committee held a telephonic meeting attended by the Company’s management and financial and legal advisors. The Company’s financial advisor reviewed the key terms of Crestview’s proposal delivered on August 20, 2016. The Company’s legal advisor detailed the material open issues in the Merger Agreement, including the amount of the proposed termination fee, reverse termination fee and the expense reimbursement provision. After consideration of the proposed termination fee amounts and discussion with the Company’s financial and legal advisors, the Ad Hoc Transaction Committee determined that the proposed termination fee and reverse termination fee were acceptable for recommendation to the Board, subject to agreement by Crestview to a reduced expense reimbursement equal to no more than $1.3 million.

Following this Ad Hoc Transaction Committee meeting, on August 22, 2016, the Company’s financial advisor engaged in discussions with Crestview regarding the Company’s request for a reduced amount of the expense reimbursement set forth in the Merger Agreement. In response to this request, Crestview communicated a revised offer to the Company’s financial advisor for reduced expense reimbursement of up to $1.3 million, but subject to agreement by the Company to a further reduced reverse termination fee of $12 million.

On August 24, 2016, the Ad Hoc Transaction Committee held a telephonic meeting attended by the Company’s management and financial and legal advisors. The Company’s financial advisors reviewed Crestview’s revised proposal resulting from the recent discussions with Crestview. Following discussion with the Company’s financial and legal advisors, the Ad Hoc Transaction Committee determined that the most recent expense reimbursement and reverse termination fee proposed by Crestview were acceptable for recommendation to the Board, and that the Ad Hoc Transaction Committee would recommend the proposed Crestview transaction to the full Board.

On August 26, at the Company’s request, the Company’s financial advisor communicated the revised purchase price for Brillion of $14 million to representatives of Crestview. Representatives of Crestview subsequently advised the Company’s financial advisor that the reduced net sale proceeds would cause Crestview to reduce its price for the Company to $2.58 per share.

On August 26, 2016, Crestview’s legal advisor sent revised drafts of the Merger Agreement and other ancillary documents to the Company’s legal advisor. The revised draft of the Merger Agreement reflected the proposed resolutions of open legal items, including the amounts of the termination fee, the reverse termination fee and expense reimbursement. Over the following days, the parties’ respective legal advisors continued to engage in discussions and exchanged draft documents to finalize the forms of the Merger Agreement and other ancillary documents.

On August 27, 2016, the Ad Hoc Transaction Committee approved, and the Company entered into, an amendment to the exclusivity agreement with Crestview, extending the termination of the exclusivity period to August 31, 2016.

On August 29, 2016, the Board held a special meeting in Chicago, Illinois attended by the Company’s management and financial and legal advisors, as well as the Company’s separate financial advisor for the Brillion sale process. At this meeting, the Board received an update on the Brillion transaction from the Company’s financial advisor for the Brillion sale, including financial aspects of the proposed Brillion sale transaction and the process and timing to sign and close the transaction by the end of the week. The Company’s legal advisors reviewed with the Board its fiduciary duties when considering the proposed transaction. The Company’s management and financial and legal advisors, respectively, reviewed with the Board the outcome of negotiations with Crestview and its representatives and the revised terms and conditions of the proposed Merger Agreement, including with respect to the go-shop provisions, termination rights and related termination fees for both parties, and the expense reimbursement for Crestview in certain circumstances. The Company’s legal advisor reviewed the terms of Crestview’s debt financing commitments. The Board considered the strategic alternatives review process that had been initiated in July 2015 in response the non-binding proposal from Financial Sponsor Party C and the various conversations with potential interested parties undertaken since that time, resulting in the Crestview proposal. The Board also discussed the strategic alternatives available to the Company, including for the Company to execute on its standalone plan while pursuing a refinancing of the Company’s existing debt capital structure, the possibility of pursuing a merger transaction with a strategic partner, and the proposed sale of the Company to Crestview. The Company’s financial advisor reviewed its preliminary financial analyses with respect to the Company on a standalone basis, giving effect to the Brillion sale and assuming $11.7 million in net sale proceeds. The Company’s financial advisor also discussed the recommended go-shop solicitation process. After discussion, the Board authorized the Company’s management and financial and legal advisors to finalize both the Brillion sale transaction and the Crestview transaction and to present both transactions for approval by the Board as promptly as possible.

From August 30, 2016 through September 1, 2016, the parties and their respective legal advisors worked to finalize the Merger Agreement and other ancillary agreements. Proposed execution versions of the Merger Agreement were circulated on the evening of September 1, 2016, in advance of the Board meeting called to consider approval of the Crestview transaction.

On August 31, 2016, the Ad Hoc Transaction Committee approved, and the Company entered into, an amendment to the exclusivity agreement with Crestview, extending the termination of the exclusivity period to September 2, 2016.

On the evening of September 1, 2016, the Board held a special telephonic meeting attended by the Company’s management and financial and legal advisors. The Company’s management provided an update on the final terms of the Brillion sale transaction. The Company’s legal advisor updated the Board on the final revisions to the Merger Agreement that had been negotiated between the parties’ respective legal advisors. The Ad Hoc Transaction Committee reported to the full Board that it was supportive of, and recommended that the full Board approve, the Crestview transaction. Representatives of the Company’s financial advisor then reviewed its financial analysis and rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of September 2, 2016) that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in such written opinion, the $2.58 per share

consideration to be paid to the holders (other than Parent or its affiliates) of the Company’s common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. See “— Opinion of Deutsche Bank Securities Inc. ” on page 53 of this proxy statement.

The Board considered various reasons to approve the Merger Agreement (see “— Recommendation of Our Board of Directors and Reasons for the Merge r” on page 50 of this proxy statement), and certain countervailing factors. After discussions with the Company’s management and financial and legal advisors, and in light of the reasons considered, the Board members unanimously:

Following the approvals described above, the Board discussed the go-shop process and directed the Company’s financial advisor to commence outbound solicitations to potentially interested parties immediately upon public announcement of the Merger Agreement.

In the morning of September 2, 2016, immediately after the signing and closing of the Brillion sale transaction, each of the Company, Parent and Merger Sub executed and delivered the Merger Agreement and the other ancillary documents to which they are a party. Cetus also executed and delivered the voting agreement pursuant to which it agreed to vote in favor of the Merger.

The Company then issued a press release announcing the execution of the Merger Agreement prior to the opening of trading on September 2, 2016.

Beginning on September 2, 2016, at the direction of the Board, representatives of Deutsche Bank began the go-shop process by contacting parties authorized by the Board to determine whether they might be interested in pursuing a transaction that would be superior to the proposed transaction with Crestview. The 59 potential acquirors contacted included 16 new potential strategic acquirors, the six previously contacted potential strategic acquirors, 26 new financial sponsors and 11 of the previously contacted financial sponsor parties. Of the 59 potential acquirors contacted, five strategic parties and six financial sponsor parties indicated interest and were provided with confidentiality agreements.

Of the five strategic parties who initially indicated interest in a possible acquisition of the Company, three withdrew their interest prior to entering into a confidentiality agreement and two strategic parties, including Strategic Party B and a strategic party that we refer to as Strategic Party G, entered into confidentiality agreements with customary standstill provisions (which expressly permitted each party to submit acquisition proposals to the Company) on September 6, 2016 and September 9, 2016, respectively. Of the six financial sponsor parties who initially indicated interest in a possible acquisition of the Company, four withdrew their interest prior to entering into a confidentiality agreement and two financial sponsor parties, which we refer to as Financial Sponsor Party O and Financial Sponsor Party P, entered into confidentiality agreements with customary standstill provisions (which expressly permitted each party to submit acquisition proposals to the Company) on September 7, 2016 and September 12, 2016, respectively.

Following execution of confidentiality agreements, each of Strategic Parties B and G and Financial Sponsor Parties O and P were provided copies of a customary management presentation. On September 14, 2016, Strategic Party G notified the Company’s financial advisor that it would not submit a proposal, noting that it was primarily interested in an acquisition of the Company’s wheels business. On September 28, 2016, Financial Sponsor Party O notified the Company’s financial advisor that it would not submit a proposal, explaining that it would not be able to offer a purchase price of more than $2.58 per share. On September 28, 2016, Financial Sponsor Party P notified the Company’s financial advisor that it would not submit a proposal, noting that it had determined it was not interested in pursuing a strategic transaction with the Company. On October 7, 2016, Strategic Party B notified the Company’s financial advisor that it would not submit a proposal due to the fact that its board of directors was not supportive of issuing new equity to finance such an acquisition.

The Company did not receive any alternative acquisition proposals prior to 11:59 p.m. (Eastern Time) on October 7, 2016, which was the Solicitation Period End Date. Accordingly, starting at 12:00 a.m. (Eastern Time) on October 8, 2016, the Company became subject to customary no shop provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary fiduciary out provisions.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in “ —Reasons for the Merger ,” unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the Merger, are fair to, and in the best interests of, Accuride and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of Accuride at the special meeting and (iv) recommended that Accuride’s stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the Merger, the Board consulted with Accuride’s executive management regarding the business, financial condition and future prospects of Accuride, trends in Accuride’s industry and the terms and conditions of the Merger. In addition, the Board consulted with Accuride’s outside legal counsel, Latham & Watkins LLP, regarding the terms and conditions of the Merger Agreement and the fiduciary responsibilities of the members of the Board in their consideration of the Merger, and Accuride’s financial advisor, Deutsche Bank, regarding certain financial analyses with respect to Accuride and the fairness (from a financial point of view) to Accuride stockholders of the consideration to be paid to the holders of Accuride common stock (other than Parent and its affiliates) in the Merger. In the course of reaching its determination to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by Accuride’s stockholders, the Board carefully considered a number of positive factors, including the following factors (which are not listed in any relative order of importance):

The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

After taking into account the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to Accuride’s stockholders. Accordingly, the Board unanimously determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of Accuride and its stockholders.

The foregoing discussion summarizes the material factors considered by the Board, but is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, Accuride’s senior management and its financial advisor and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements” on page 27 of this proxy statement.

Opinion of Deutsche Bank Securities Inc.

At the September 1, 2016 meeting of the Board, Deutsche Bank, financial advisor to Accuride, rendered its oral opinion to the Board, confirmed by delivery of a written opinion, dated September 2, 2016, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in Deutsche Bank’s opinion, the Merger Consideration of $2.58 in cash per share of Accuride common stock was fair, from a financial point of view, to the holders of Accuride’s common stock (other than Parent and its affiliates). In rendering its opinion, Deutsche Bank understood that, prior to execution

of the Merger Agreement, Accuride completed the Brillion transaction for anticipated net proceeds of approximately $11.7 million, as to which transaction Deutsche Bank expressed no opinion.

The full text of Deutsche Bank’s written opinion, dated September 2, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached to this proxy statement as Appendix C and is incorporated herein by reference (the “opinion”). The summary of Deutsche Bank’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and for the use and benefit of, the Board in connection with and for the purpose of its evaluation of the Merger. Deutsche Bank’s opinion was limited to the fairness of the Merger Consideration, from a financial point of view, to the holders of Accuride common stock (other than Parent and its affiliates) as of the date of the opinion. The opinion did not address any other terms of the Merger or the Merger Agreement or any of the terms of, including any consideration received in connection with, the Brillion transaction. Nor did the opinion address the terms of any other agreement entered into or to be entered into in connection with the Merger. Accuride did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the Merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of Accuride, nor did it address the fairness of the contemplated benefits of the Merger. Deutsche Bank expressed no opinion as to the merits of the underlying decision by Accuride to engage in the Merger or the Brillion transaction or the relative merits of the Merger or the Brillion transaction as compared to any alternative transactions or business strategies. Nor did Deutsche Bank express an opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of shares of Accuride common stock should vote with respect to the Merger or any other matter. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any parties to the Merger, or any class of such persons, in connection with the Merger whether relative to the Merger Consideration or otherwise.

No limitations were imposed by the Board upon Deutsche Bank with respect to the investigations made or procedures followed by it in rendering its opinion. In connection with its role as financial advisor to Accuride, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning Accuride and certain internal analyses, financial forecasts and other information relating to Accuride (including information taking into account the Brillion transaction) prepared by management of Accuride, including the Management Projections summarized under “— Certain Financial Projections ” on page 60 . Deutsche Bank also held discussions with certain senior officers of Accuride regarding the businesses and prospects of Accuride. In addition, Deutsche Bank:

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Accuride, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Board, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or

liabilities), of Accuride, Parent or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of Accuride, Parent or their respective subsidiaries (or the impact of the Merger or the Brillion transaction thereon) under any law relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed with the knowledge and permission of the Board that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Accuride as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they were based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of the Board, that in all respects material to its analysis, the Merger would be consummated in accordance with the terms of the Merger Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to its analysis. Deutsche Bank also assumed, with the knowledge and permission of the Board, that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Merger will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to its analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and has relied on the assessments made by Accuride and its other advisors with respect to such issues.

Accuride selected Deutsche Bank as its financial advisor in connection with the Merger based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Pursuant to an engagement letter between Accuride and Deutsche Bank, dated August 12, 2015, Accuride has agreed to pay Deutsche Bank a fee estimated to be approximately $4.77 million for its services as financial advisor to Accuride in connection with the Merger, of which $500,000 became payable upon delivery of its opinion (or would have become payable if Deutsche Bank had advised the Board that it was unable to render its opinion) and the remainder of which is contingent upon consummation of the Merger. Accuride has also agreed to reimburse Deutsche Bank for reasonable out-of-pocket fees, expenses and disbursements of its counsel and Deutsche Bank’s reasonable travel and other out-of-pocket expenses incurred in connection with the Merger or otherwise arising out of its engagement, in each case on the terms set forth in its engagement letter. Accuride has also agreed to indemnify Deutsche Bank and its affiliates against certain liabilities in connection with its engagement.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG (together with its affiliates, the “ DB Group ”). One or more members of the DB Group have, from time to time, provided, investment banking, commercial banking (including extension of credit) and other financial services to Charter Communications, Inc., a former portfolio company of Crestview, and Interoute Communications Holdings S.A., a Crestview portfolio company, and certain of their respective affiliates for which they have received, and in the future may receive, compensation. The DB Group has received approximately $25.8 million in fees from Crestview and its affiliates with respect to such services since January 1, 2014. In addition, one or more members of the DB Group have, from time to time, provided investment banking, commercial banking (including extension of credit) and other financial services to Accuride or its affiliates for which they have received, and in the future may receive, compensation, including acting as a lender under Accuride’s senior secured asset-based lending facility (aggregate commitment $15,000,000) since July 2013, which we expect to be repaid in connection with the Merger. The DB Group has received less than $100,000 in fees from Accuride and its affiliates with respect to such services since January 1, 2014. The DB Group may also provide investment and commercial banking services to Crestview, Parent, Accuride and their respective affiliates and portfolio companies in the future, for which we would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Crestview, Parent, Accuride and their respective affiliates and portfolio companies for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Board at its meeting held on September 1, 2016, and that were used in connection with rendering its opinion described above.

The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described below represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of Deutsche Bank’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 31, 2016, and is not necessarily indicative of current market conditions.

In preparing its analyses, Deutsche Bank utilized calculations of, among other things (i) total enterprise value (“ TEV ”), calculated as equity value plus, if applicable, minority interest plus net debt and, in the case of Accuride, less the approximately $11.7 million in net proceeds received in the Brillion transaction, (ii) pension-adjusted TEV, calculated as TEV plus unfunded pension and post-employment benefit obligations, (iii) earnings before interest, taxes, depreciation and amortization (“ EBITDA ”), (iv) Adjusted EBITDA (calculated as described in “ — Certain Financial Projections ” on page 60 of this proxy statement), and (v) Adjusted EBITDA further adjusted for certain pension and post-employment benefit obligations (“ pension-adjusted EBITDA ”). The financial forecasts utilized in Deutsche Bank’s analysis excluded the results of Accuride’s Brillion Iron Works division. For additional information regarding the financial data provided by management of Accuride underlying these calculations, please see “ — Certain Financial Projections ” on page 60 of this proxy statement.

Although none of the above selected companies is directly comparable to Accuride, for the purpose of selecting the companies for this analysis, Deutsche Bank utilized its professional judgment and experience as investment bankers, taking into account several factors, including, among other things, Accuride’s operational capabilities and financial profile compared with those of the selected companies, the competitive landscape in which Accuride and the selected companies operate and Accuride’s product offerings and those of the selected companies. Accordingly, the analysis of publicly traded comparable companies was not simply mathematical. Rather, it involved complex considerations and qualitative judgments, reflected in the opinion of Deutsche Bank, concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of such companies.

Based on the closing prices of the common stock or common equity of each of the selected companies on August 31, 2016, information contained in the most recent public filings of the selected companies and analyst consensus estimates of pension-adjusted EBITDA for calendar years 2016 and 2017 for each of the selected companies, Deutsche Bank calculated the following multiples with respect to each of the selected companies:

Deutsche Bank also calculated the same multiples for Accuride based upon Accuride management estimates excluding the Brillion Iron Works division.

The results of this analysis are summarized as follows:

Based in part upon the multiples of the selected companies described above and taking into account its professional judgment and experience, Deutsche Bank calculated the following ranges of implied values per share of Accuride common stock using the treasury stock method:

Sum-of-the-Parts Selected Transactions Analysis

Deutsche Bank performed a sum-of-the-parts precedent transaction analysis by deriving ranges of implied values for each of Accuride’s Wheels segment (steel and aluminum wheels sector), Accuride’s Gunite segment (wheel-end components and assemblies sector), and corporate overhead costs associated with such segments. Deutsche Bank reviewed publicly available information relating to four acquisition transactions in the steel and aluminum wheels sector and twelve acquisition transactions in the wheel-end components and assemblies sector (each a “ Selected Transaction ,” and together, the “ Selected Transactions ”).

Although none of the Selected Transactions is directly comparable to the Merger, the companies that participated in the Selected Transactions were selected by Deutsche Bank based upon its professional judgment and experience as investment bankers and its knowledge of transactions of a similar nature and are such that, for purposes of analysis, the Selected Transactions may be considered similar to the Merger.

With respect to each Selected Transaction and based on publicly available information, Deutsche Bank calculated the multiples of the target’s TEV to last twelve months (“ LTM ”) EBITDA (or, in the case of the Hayes Lemmerz transaction, Wall Street consensus estimates of estimated 2011 EBITDA).

The results of this analysis are summarized as follows:

Based in part upon the multiples of the Selected Transactions described above, and taking into account its professional judgment and experience, Deutsche Bank calculated ranges of estimated implied values per share of Accuride common stock by applying multiples of (a) 5.0x to 6.0x to Accuride’s $87.0 million LTM Adjusted EBITDA for its Wheels segment, (b) 6.5x to 7.5x to Accuride’s $25.4 million LTM Adjusted EBITDA for its Gunite segment, and (c) 5.3x to 6.3x to Accuride’s $(30.9) million LTM Adjusted EBITDA for its corporate overhead (which was based on a weighted average of the multiples applied to the Wheels and Gunite segments), in each case as of June 30, 2016 as provided by management of Accuride, deducting net debt and minority interest and adding approximately $11.7 million in anticipated net proceeds from the Brillion transaction. This analysis resulted in a range of implied value on a combined basis, using the treasury stock method, of approximately $2.89 to $4.51 per share of Accuride common stock without taking into account pension and other post-retirement liabilities, or approximately $1.75 to $3.36 per share of Accuride common stock after adjusting for the full amount of Accuride’s pension and other post-retirement liabilities.

Discounted Cash Flow Analysis

Deutsche Bank performed a discounted cash flow analysis to determine a range of implied net present values per share of Accuride common stock. Deutsche Bank (a) applied discount rates ranging from 10.0% to 11.0% to estimates of the future unlevered free cash flows of Accuride (excluding its Gianetti and mixed metal composite technology businesses) for the period June 30, 2016 through June 30, 2021, using the mid-year convention, and to a range of estimated terminal values for Accuride (excluding its Gianetti and mixed-metals composite technologies businesses) at the end of such period based upon Accuride management’s long-term “mid-cycle” performance estimates and (b) applied discount rates ranging from 14.5% to 15.5% to estimates of

the future unlevered free cash flows of Accuride’s Gianetti and mixed metal composite technology businesses for the period June 30, 2016 through June 30, 2021, using the mid-year convention, and to a range of estimated terminal values for the Gianetti and mixed metal composite technology businesses at the end of such period based upon Accuride management’s long-term “mid-cycle” performance estimates to determine a range of implied enterprise values for Accuride as of June 30, 2016. For purposes of its financial analyses, Deutsche Bank calculated unlevered free cash flow as (a) pension-adjusted EBITDA less depreciation and amortization, (b) less taxes on such amount, plus (c) depreciation and amortization, less (d) capital expenditures, less (e) change in net working capital, and less (f) where applicable, change in other assets and liabilities. Deutsche Bank derived the foregoing range of discount rates utilizing a weighted average cost of capital analysis based on certain financial metrics for Accuride and the selected companies described above other than Iochpe-Maxion SA. The terminal values were calculated using perpetuity growth rates ranging from 1.5% to 2.5%. Deutsche Bank then subtracted Accuride’s estimated net debt, the minority interest in Accuride’s Gianetti business and pension liabilities as of June 30, 2016, added approximately $11.7 million of anticipated net proceeds from the Brillion transaction, and divided the result by the number of fully diluted shares of Accuride common stock outstanding using the treasury method. This analysis resulted in a range of implied present values of Accuride common stock as of June 30, 2016 of approximately $1.83 to $3.68 per share.

Other Information

Deutsche Bank also noted for the Board certain additional factors that were not considered part of its financial analysis with respect to its opinion but were referenced for informational purposes.

Specifically, Deutsche Bank reviewed the historical trading prices for Accuride common stock during the 52-week period ended August 31, 2016. Deutsche Bank noted that the closing prices for Accuride common stock during such period ranged from a low of $0.77 per share on February 2, 2016 to a high of $3.31 per share on September 1, 2015. Deutsche Bank also noted that the Merger Consideration of $2.58 per share represented a discount of 22.1% to the 52-week high trading price of the Accuride common stock, a premium of 233.1% to the 52-week low trading price of the Accuride common stock, a premium of 52.7% to the closing price of the Accuride common stock on August 31, 2016, and a premium of 67.8%, 85.5% and 74.5% to the 30, 60 and 90 day volume-weighted average trading price of the Accuride common stock for the period ended August 31, 2016.

Miscellaneous

This summary is not a complete description of Deutsche Bank’s opinion or the underlying analyses and factors considered in connection with Deutsche Bank’s opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Deutsche Bank believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Deutsche Bank opinion. In arriving at its fairness determination, Deutsche Bank considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction in the analyses described above is identical to Accuride or the Merger.

In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Board as to the fairness of the Merger Consideration, from a financial point of view, to the holders of Accuride common stock (other than Parent and its affiliates) as of the date of the opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the management of Accuride with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank or Accuride. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual, past or future values or results, which may be significantly more or less favorable than suggested by such

analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Accuride or its respective advisors, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the Merger, including the Merger Consideration, were determined through arm’s-length negotiations between Accuride and Parent and were approved by the Board. Although Deutsche Bank provided advice to the Board during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the Board. Deutsche Bank did not recommend any specific consideration to Accuride or the Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the transaction. As described above, the opinion of Deutsche Bank and its presentation to the Board were among a number of factors taken into consideration by the Board in making its determination to approve the Merger Agreement and the transactions contemplated thereunder.

Certain Financial Projections

Accuride does not, as a matter of course, publicly disclose internal projections of its future financial performance, revenues, earnings, adjusted EBITDA, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates, although Accuride has in the past provided investors with full-year financial guidance that may cover areas such as revenue and adjusted EBITDA, among other items, which it has updated from time to time during the relevant year. In connection with Accuride’s evaluation of a possible transaction, however, Accuride management prepared certain non-public, unaudited, stand-alone financial projections (the “ Management Projections ”). The Management Projections were provided to the Board in connection with the Board’s review of the proposed transaction with Crestview, and also were provided to Accuride’s financial advisor, for purposes of performing its financial analysis summarized under “ —Opinion of Deutsche Bank Securities Inc. ” on page 53 of this proxy statement. The Management Projections also were provided to Parent in connection with its due diligence review of Accuride and the proposed transaction. The Management Projections were provided to all parties who entered into a confidentiality agreement with Accuride after Accuride’s entry into the Merger Agreement and prior to the Solicitation Period End Date. The Management Projections represent forecasted financial information and are included below. The inclusion of this information should not be regarded as an indication that Accuride or its financial advisor or any of their respective representatives or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of future results.

The following tables summarize the Management Projections as described above.

The following table presents a reconciliation of net income to Adjusted EBITDA for each of the periods indicated above in the Management Projections:

Accuride’s ability to achieve the results set forth in the Management Projections are expressly dependent upon certain assumptions, including a successful refinancing and/or restructuring of Accuride’s current debt capital structure, which management believed would likely involve material costs not reflected in the Management Projections and/or dilution to Accuride’s stockholders. As part of the Management Projections, Accuride management prepared and provided to Accuride’s financial advisor an illustrative estimate of long-term “mid-cycle” performance for use in its discounted cash flow analysis described in “ —Opinion of Deutsche Bank Securities Inc. ” on page 53 of this proxy statement. This long-term “mid-cycle” performance estimate assumed production levels for Class 8 truck, Class 5-7 truck and trailer builds of 250,000, 210,000 and 225,000, respectively, and resulted in a long-term, cycle-averaged total revenue estimate of $752.0 million, Adjusted EBITDA estimate of $115.0 million and Unlevered Free Cash Flow estimate of $45.0 million. The Management Projections excluded the results of Accuride’s Brillion Iron Works division.

On October 17, 2016, Accuride issued preliminary unaudited results for the three months ended September 30, 2016 and revised its guidance for fiscal year 2016 based on, among other things, the challenging market environment in the North American commercial vehicle industry and the fact that the negative impact of this cyclical downturn on demand for aluminum wheels and softness in the aftermarket for Gunite’s products has been more significant than anticipated, as disclosed in Accuride’s Form 8-K filed with the SEC on October 17, 2016 and incorporated by reference into this proxy statement. See “ Summary—Recent Developments ” on page 14 of this proxy statement.

The Management Projections were not prepared with a view to public disclosure and are included herein only because such information was made available as described above. The Management Projections were not prepared with a view to compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Deloitte & Touche LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for them and expresses no opinion on them. The Management Projections included herein have been prepared by, and are the responsibility of, our management.

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time the Management Projections were prepared. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, results or financial condition, industry performance, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, accuracy of certain industry forecasts prepared by third parties, ability to successfully integrate acquisitions, pricing pressures from our customers adversely affecting our profitability, increased costs or reduced supply of raw materials and purchased components affecting our sales, profitability or financial condition, any disruption in our information technology systems adversely impacting our business and operations, strengthening of the U.S. dollar and other

foreign currency exchange rate fluctuations impacting our results, our contingent liabilities and tax matters causing us to incur losses or costs, any inability to protect our intellectual property rights adversely affecting our business or our competitive position, costs or adverse effects on our business, reputation or results from governmental regulations, work stoppages or other labor issues at our facilities or those of our customers or others in our supply chain adversely affecting our business, results or financial condition, and changes in tax laws. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. Since the Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Board, Accuride, our financial advisors, Parent, Parent’s representatives and affiliates (including Crestview) or any other recipient of this information considered, or now considers, the Management Projections to be material information of Accuride or that actual future results will necessarily reflect the Management Projections, and the Management Projections should not be relied upon as such. The summary of the Management Projections is not included herein to induce any stockholder to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to shares of Accuride common stock.

The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements, risk factors and other information regarding Accuride contained in our public filings with the SEC. See “ Where You Can Find More Information ” on page 112 of this proxy statement.

The Management Projections are forward-looking statements. For information on factors that may cause Accuride’s future results to materially vary, see “ Cautionary Statement Concerning Forward-Looking Statements ” on page 27 of this proxy statement.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Management Projections to reflect circumstances existing after the date when Accuride prepared the Management Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even if the assumptions underlying the Management Projections are shown to be in error. By including in this proxy statement a summary of certain financial projections, neither Accuride nor any of its representatives or advisors, nor Parent, Parent’s representatives and affiliates (including Crestview), makes any representation to any person regarding the ultimate performance of Accuride compared to the information contained in such financial projections and should not be read to do so.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to unduly rely on the Management Projections included herein.

Certain of the measures included in the Management Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Accuride may not be comparable to similarly titled amounts used by other companies.

Interests of the Directors and Executive Officers of Accuride in the Merger

When considering the recommendation of the Board that you vote “ FOR ” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder generally. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Accuride. See “ —Background of the Merger ” and “ —Recommendation of Our Board of Directors and Reasons for the Merger ” on pages 29 and 50 of this proxy statement, respectively. You should take these interests into account in deciding whether to vote “ FOR ” the approval of the Merger Agreement.

These interests are described in more detail below, and certain of them, including the compensation that may become payable in connection with the Merger to Messrs. Dauch, Hajost, Risch, Adams, Hazlett and Martin, who constitute our named executive officers, are subject to a non-binding, advisory vote of the stockholders of Accuride and are quantified in the narrative below and in “ Proposal 3: Advisory Vote on Merger-Related Named

Executive Officer Compensation ” on page 107 of this proxy statement. The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

Treatment of Equity and Equity-Based Awards

Under the Merger Agreement, the equity-based awards held by Accuride’s directors and executive officers under the Accuride Corporation Second Amended and Restated 2010 Incentive Award Plan (the “ Incentive Award Plan ”) will be treated as follows:

Restricted Stock Units

At the effective time of the Merger, each Company RSU will, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of Accuride common stock subject to such Company RSU (less any applicable withholding taxes). Each Performance RSU that is outstanding immediately prior to the effective time will vest in accordance with the terms of the agreement granting such Performance RSU (the “ Vested Performance RSU ”) and, without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive the Merger Consideration with respect to each share of Accuride Common Stock subject to such Vested Performance RSU (less any applicable withholding taxes). The agreements granting the applicable Performance RSUs provide for pro rata vesting of the Performance RSUs, based on target performance and to be determined by dividing the number of full months elapsed in the applicable performance period through the closing date of the Merger by 36. Any Performance RSU that is not a Vested Performance RSU will, at the effective time of the Merger, automatically and without any required action on the part of the holder thereof, be cancelled in exchange for no consideration. As soon as practicable, but not more than fifteen business days following the closing of the Merger, the Surviving Corporation will make the payments, if any, due to each holder of such Company RSUs and Vested Performance RSUs.

The following table sets forth the number of outstanding vested but unissued and unvested shares of Accuride common stock that were awarded to and held by our executive officers and non-employee directors as of the Record Date under our Incentive Award Plan and the value of these shares in the Merger. The vested shares of Accuride common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of Accuride common stock held by other Accuride stockholders entitled to receive the Merger Consideration.

Stock Options

At the effective time of the Merger, each Company Option that is outstanding immediately prior to the effective time of the Merger will automatically and without any required action on the part of the holder thereof be cancelled in exchange for no consideration, as the exercise price of each outstanding Company Option exceeds the Merger Consideration.

Performance Bonus Agreements and Cash Bonus Agreements

Each of our executive officers is party to a Performance Bonus Agreement that provides for the payment of cash bonuses based on achievement of certain performance goals at the end of a three year performance period ending December 31, 2018 (the “ Performance Bonuses ”). The Performance Bonus Agreements provide that upon a Change in Control (as defined in the Incentive Award Plan and which will include the Merger), each executive officer is entitled to receive a prorated Performance Bonus, based on the target Performance Bonus payable to such executive officer pursuant to the terms of his or her Performance Bonus Agreement and prorated based on the number of full months elapsed in the three year performance period through the effective time of the Merger.

Each of our executive officers is also party to a Cash Bonus Agreement that provides for the payment of a cash bonus amount (the “ Cash Bonus ”) if the executive remains employed through certain dates or if the executive’s employment is terminated without Cause (as defined in the Cash Bonus Agreement) within 12 months following a Change in Control (as defined in the Incentive Award Plan and which will include the Merger). The Cash Bonuses vest and become payable with respect to 20% of the Cash Bonus on each of March 5, 2017, 2018 and 2019, and 40% of the Cash Bonus on March 5, 2020, subject to accelerated vesting and payment upon an executive’s termination by Accuride without Cause within 12 months following a Change in Control. The following table sets forth information regarding the prorated target Performance Bonuses and the full Cash Bonuses payable to each of our executive officers (subject, in the case of the Cash Bonuses, to the executive officer’s continued employment through the applicable vesting dates or termination by Accuride without Cause during the 12 month period following the Merger).

Each of our non-employee directors are also entitled to a $25,587.12 cash award that will vest in full and be paid out upon the Merger. These cash awards would, absent the Merger, vest and be paid on March 17, 2017, subject only to the director’s continued service through that date.

Severance and Retention Agreements with Accuride

Each of our executive officers is party to a Severance and Retention Agreement that entitles them to certain severance payments and other benefits upon certain terminations of employment. Under the terms of the Severance and Retention Agreements, if an executive's employment is terminated by us without Cause, or if he or she terminates employment for Good Reason (as such terms are defined in the Severance and Retention Agreements) (a “ Qualifying Termination ”), this severance is generally equal to a lump-sum cash payment equal to one year of the executive's base salary.

However, if an executive officer’s Qualifying Termination occurs within 18 months following the Merger, this severance is generally equal to: (i) 200% of the executive’s base salary plus 200% of the greater of (a) the annualized annual incentive compensation plan (“ AICP ”) payment to which such executive would be entitled as of the date of the Merger or (b) such executive’s average AICP payment over the three years prior to termination, payable in a cash lump-sum; (ii) certain employee benefits, including health, disability, accident and dental insurance coverage, will continue for an 18 month period from the date of termination or the earlier date on which the executive receives such benefits from a subsequent employer; and (iii) outplacement services.

Any severance payment is reduced by all payments to which the executive may become entitled under any other severance policy we may have. Further, the Severance and Retention Agreements include a so-called “280G Cap,” pursuant to which amounts payable to the executives under the Severance and Retention Agreements or otherwise will be reduced to the extent necessary to avoid the receipt of excess parachute payments (as defined in Section 280G of the Internal Revenue Code) and application of the associated excise tax. The Severance and Retention Agreements do not provide for any excise tax gross-up.

All severance is subject to the executive executing a general release of claims and agreeing to non-compete and non-solicitation covenants. If an executive breaches the terms of such non-compete and non-solicitation covenants, the executive forfeits his or her right to future severance under his or her Severance and Retention Agreement. In addition, if necessary to comply with tax laws, severance payments may not be paid until six months following the executive’s termination.

No severance will be payable if the executive’s employment is terminated for “cause,” if he or she resigns without “good reason” or if he or she becomes disabled or dies.

In connection with the Brillion transaction, David Adams’s employment was terminated and he became eligible for severance equal to one year of his base salary under his Severance and Retention Agreement, and remained eligible for COBRA coverage on the same benefit elections and at the same cost to him as applied immediately prior to his separation for a period of one year. In addition, we accelerated the vesting of 69,257 Company RSUs held by Mr. Adams and Mr. Adams will vest in (i) a portion of the 74,546 Performance RSUs (assuming target level of performance) that are the subject of equity awards held by him and (ii) a portion of any outstanding Performance Bonus Agreement, each only if the Merger occurs prior to March 15, 2017. Mr. Adams will not be entitled to any other additional Change of Control severance benefits.

Continuing Employees

The Merger Agreement provides that from the effective time of the Merger until December 31, 2017, except as otherwise agreed with the Chief Executive Officer of the Surviving Corporation, each employee of Accuride and any of its subsidiaries who, as of the closing of the Merger, continues to be employed with Accuride or any of its subsidiaries (a “ Continuing Employee ”) will receive base compensation that is not less favorable than the base compensation provided to such Continuing Employee immediately prior to the effective time of the Merger, and benefits and a target annual cash bonus opportunity (excluding equity award compensation) that are substantially comparable in the aggregate to the benefits and target annual cash bonus opportunity (excluding equity award compensation) provided to such Continuing Employee immediately prior to the effective time of the Merger under Accuride benefit plans disclosed by Accuride to Parent prior to the effective time of the Merger. The Merger Agreement further provides that the Surviving Corporation will honor, in accordance with their terms, all of Accuride’s employment, severance, retention and termination plans, policies, programs, agreements and arrangements. With respect to benefit plans maintained by Parent and its subsidiaries, including the Surviving Corporation, for purposes of determining a Continuing Employee’s eligibility to participate, level of vacation, paid time off and severance benefits, and vesting (but not for purposes of defined benefit plans, benefit accruals, early retirement subsidies, or in relation to any equity or equity-based compensation or benefit), each Continuing Employee’s service with Accuride will be treated as service with Parent or any of its subsidiaries to the same extent and for the same purpose as such service was credited to such Continuing Employee under the analogous Accuride benefit plan as of the effective time of the Merger (except to the extent that such recognition would result in any duplication of benefits).

Accuride common stock of $2.58 ( i.e. , the Merger Consideration), and assumes the Merger closed on the Record Date. The compensation summarized in the table and footnotes below is subject to a non-binding, advisory vote of the stockholders of Accuride, as described in “ Proposal 3: Advisory Vote on Merger-Related Named Executive Compensation ” on page 107 of this proxy statement.

The amounts in the following table are estimates based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement, and do not include amounts that were vested as of the Record Date. In addition, certain amounts will vary depending on the actual date of closing of the Merger, which is presently expected to be in the fourth quarter of 2016. As a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

The following table provides additional details of the named executive officers’ potential cash severance payments.

Narrative Disclosure to Named Executive Officer Golden Parachute Compensation Table

For additional information relating to our named executive officers’ cash severance payments and the treatment of equity-based awards held by our named executive officers, see “ The Merger—Interests of the Directors and Executive Officers of Accuride in the Merger ” on page 62 of this proxy statement.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, beginning at the effective time of the Merger, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless, and shall advance expenses as incurred (provided that the indemnitee to whom expenses are advanced provides an undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction that such indemnitee is not entitled to indemnification for such matter), to the fullest extent permitted under applicable law, each present and former director and officer of Accuride and its subsidiaries and each of their respective employees who serves as a fiduciary of an Accuride benefit plan (each, an “ Indemnitee ”), against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil or criminal, administrative or investigative, whenever asserted, arising out of or pertaining to any action or omission by such Indemnitee relating to their position with Accuride or its subsidiaries, including as a fiduciary of a benefit plan, occurring at or prior to the effective time of the Merger, including in connection with the Merger Agreement or the Merger.

Under the Merger Agreement, Parent agrees that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to the effective time of the Merger (including in connection with the Merger Agreement or the Merger) existing as of the effective time of the Merger in favor of an Indemnitee as provided in (i) Accuride’s charter or bylaws or similar organizational documents in effect as of the date of the Merger Agreement and (ii) any indemnification contract of Accuride or its subsidiaries in effect as of the date of the Merger Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six years from the effective time of the Merger, Parent will cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of an Indemnitee as provided in (i) Accuride’s charter and bylaws or similar organizational documents in effect as the date of the Merger Agreement and (ii) any indemnification contract of Accuride or its subsidiaries in effect as of the date of the Merger Agreement with any Indemnitee, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the effective time of the Merger were current or former directors, officers or employees of Accuride or its subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such proceeding.

The Merger Agreement provides that, from and for six years after the effective time of the Merger, Parent will maintain for the benefit of those persons that are directors and officers of Accuride as of the date of the Merger Agreement and as of the closing date of the Merger directors’ and officers’ liability insurance and fiduciary liability insurance that provides coverage for events occurring prior to the closing date of the Merger, that is substantially equivalent to and in any event not less favorable in the aggregate than the existing directors’ and officers’ liability insurance and fiduciary liability insurance policy of Accuride. However, if substantially equivalent insurance coverage is not available, the Surviving Corporation will maintain the best coverage then available, provided, however, that Parent and the Surviving Corporation will not be required to pay an annual premium for the directors’ and officers’ insurance in excess of 300% of the last annual premium paid by Accuride prior to the date of the Merger Agreement. Parent may satisfy this requirement by purchasing a prepaid “tail” policy prior to the effective time of the Merger, which provides such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the effective time of the Merger.

In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or Surviving Corporation or entity of such consolidation or Merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each case, Parent will cause proper provisions to be made so that the successor or assign will expressly assume the obligations set forth in the Merger Agreement.

Financing of the Merger

Parent has entered into the Equity Commitment Letter with the Crestview Funds, pursuant to which the Crestview Funds have severally and not jointly committed to provide equity financing up to an aggregate amount of approximately $222.0 million. The funding of the financing contemplated by the Equity Commitment Letter is subject to certain conditions, including the satisfaction or waiver by Parent and Merger Sub of each of the conditions to the obligations of Parent and Merger Sub to consummate the Merger (other than those conditions that by their terms or nature are to be satisfied at the closing of the Merger, but subject to such conditions being satisfied assuming a closing would occur), Parent’s substantially concurrent receipt of the proceeds of the debt financing and the substantially concurrent closing of the Merger. The obligation of the Crestview Funds to fund their respective equity commitments will expire upon certain events, including the closing of the Merger, the termination of the Merger Agreement in accordance with its terms (and, if applicable, payment of the reverse termination fee to Accuride in accordance with the terms and subject to the conditions and limitations set forth in the Merger Agreement) and, subject to certain exceptions, the commencement by Accuride or its Subsidiaries of certain legal actions against Crestview or its affiliates.

In connection with Parent’s and Merger Sub’s entry into the Merger Agreement, Parent and Merger Sub entered into a debt commitment letter, dated September 2, 2016 with Royal Bank of Canada. The debt commitment letter provides in the aggregate up to $300.0 million in debt financing to Merger Sub, consisting of (i) a senior secured term loan facility in an aggregate principal amount of $235.0 million and (ii) an asset based revolving credit facility with a maximum availability of $65.0 million (which may be drawn at the closing of the Merger). The debt commitment letter terminates automatically upon the earliest to occur of (i) the consummation of the Merger, (ii) 11:59 p.m., New York City time, on February 2, 2017 (provided such date may be extended in certain circumstances in accordance with the Merger Agreement, but in no event will be later than March 2, 2017) and (iii) the termination of the Merger Agreement in accordance with its terms.

The availability of the facilities contemplated by the debt commitment letter is subject to certain customary closing conditions for transactions of this type. There is a risk that one or more of the conditions to the debt financing will not be satisfied and the debt financing may not be funded when required. If any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt commitment letter (other than due to the failure of a condition to the consummation of the debt financing resulting from a breach by Accuride of the Merger Agreement) Parent will, as promptly as practicable, notify Accuride of such event and use its reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources in an amount sufficient to consummate the Merger with terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub than the terms and conditions in the existing debt commitment letter. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated.

Limited Guarantee

The Crestview Funds have entered into a limited guarantee in favor of Accuride in an aggregate amount of $12.5 million. Under the limited guarantee, each Crestview Fund guarantees, severally and not jointly, subject to the terms and conditions of the limited guarantee and up to the specified portion of the maximum amount set forth therein, the payment of any reverse termination fee that may become payable by Parent under the Merger Agreement and certain other obligations of Parent payable under the Merger Agreement. In the event Parent breaches the Merger Agreement or fails to pay Accuride any reverse termination fee that it becomes obligated to pay under the Merger Agreement, our only recourse would be against Parent for specific performance, to the extent permitted under the terms of the Merger Agreement, or to seek $12.5 million from the Crestview Funds under the terms of the limited guarantee.

Appraisal Rights

General

If the Merger is completed, holders of shares of Accuride common stock who do not vote in favor of the adoption of the Merger Agreement and who properly demand an appraisal of their shares and who otherwise comply with the requirements set forth in Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements will result in the loss of your appraisal rights.

This section summarizes certain material provisions of the DGCL pertaining to appraisal rights. The following discussion, however, is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached as Appendix B to this proxy statement and incorporated by reference herein. All references within Section 262 of the DGCL to “stockholder” are to the record holder of shares of Accuride common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not an Accuride stockholder should exercise its right to seek appraisal under Section 262 of the DGCL.

Under the DGCL, if you hold one or more shares of Accuride common stock, do not vote in favor of the adoption of the Merger Agreement and otherwise comply with the requirements set forth in Section 262 of the DGCL, you will be entitled to have your shares appraised by the Delaware Court of Chancery and to receive the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger or related transactions) in cash, together with interest, if any, to be paid upon the amount determined to be the fair value. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration which Accuride stockholders will be entitled to receive upon the consummation of the Merger pursuant to the Merger Agreement. These rights are known as appraisal rights.

Under Section 262 of the DGCL, not less than 20 days prior to the special meeting at which the adoption of the Merger Agreement will be submitted to the stockholders, Accuride must notify each stockholder who was an Accuride stockholder on the Record Date and who is entitled to exercise appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement constitutes the required notice, and a copy of Section 262 of the DGCL is attached as Appendix B to this proxy statement.

A HOLDER OF ACCURIDE COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO SHOULD REVIEW THE FOLLOWING DISCUSSIONS AND APPENDIX B CAREFULLY. FAILURE TO COMPLY PRECISELY WITH THE PROCEDURES OF SECTION 262 OF THE DGCL IN A TIMELY AND PROPER MANNER WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL UNDER SECTION 262 OF THE DGCL, A HOLDER OF ACCURIDE COMMON STOCK WHO IS CONSIDERING WHETHER TO EXERCISE ITS APPRAISAL RIGHTS, IS ENCOURAGED TO CONSULT WITH ITS OWN LEGAL COUNSEL. ANY SHARES OF ACCURIDE COMMON STOCK HELD BY AN ACCURIDE STOCKHOLDER WHO FAILS TO PERFECT, SUCCESSFULLY WITHDRAWS OR OTHERWISE LOSES HIS, HER OR ITS APPRAISAL RIGHTS WILL BE DEEMED TO HAVE BEEN CONVERTED AS OF THE EFFECTIVE TIME OF THE MERGER INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION.

How to Exercise and Perfect Your Appraisal Rights

If you are an Accuride stockholder and wish to exercise the right to seek an appraisal of your shares of Accuride common stock, you must comply with ALL of the following:

no intention of doing so. Accordingly, it is the obligation of Accuride stockholders to initiate all necessary action to properly demand their appraisal rights in respect of shares of Accuride common stock within the time prescribed in Section 262 of the DGCL.

Filing a Written Demand

Neither voting against the Merger Proposal, nor abstaining from voting or failing to vote on the Merger Proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. Any holder of shares of Accuride common stock wishing to exercise appraisal rights must deliver to Accuride, before the taking of the vote on the Merger Proposal at the special meeting, a written demand for the appraisal of the stockholder’s shares. A stockholder’s failure to deliver the written demand prior to the taking of the vote on the Merger Proposal at the special meeting will constitute a waiver of appraisal rights. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

A demand for appraisal must be executed by or on behalf of the stockholder of record. Only a holder of record may demand appraisal rights for the shares of Accuride common stock registered in that holder’s name. Such demand will be sufficient if it reasonably informs Accuride of the identity of the stockholder and that the stockholder intends to demand appraisal of the “fair value” of his, her or its shares of Accuride common stock. Beneficial owners who do not also hold their shares of Accuride common stock of record may not directly make appraisal demands to Accuride. The beneficial owner must, in such case, arrange for the holder of record, such as a bank, broker or nominee, to timely submit the required demand in respect of those shares of Accuride common stock. A holder of record, such as a bank, broker or nominee, who holds shares of Accuride common stock as a nominee or intermediary for others, may exercise appraisal rights with respect to the shares of Accuride common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. The written demand should state the number of shares of Accuride common stock as to which appraisal is sought. Where no number of shares of Accuride common stock is expressly mentioned, the demand will be presumed to cover all shares of Accuride common stock held in the name of the holder of record.

IF YOU HOLD YOUR SHARES OF ACCURIDE COMMON STOCK IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKER OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES OF ACCURIDE COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A NOMINEE OR INTERMEDIARY, YOU MUST ACT PROMPTLY TO CAUSE THE HOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO DEMAND YOUR APPRAISAL RIGHTS. IF YOU HOLD YOUR SHARES OF ACCURIDE COMMON STOCK THROUGH A BANK OR BROKERAGE WHO IN TURN HOLDS THE SHARES THROUGH A CENTRAL SECURITIES DEPOSITORY NOMINEE, SUCH AS THE DEPOSITORY TRUST COMPANY, A DEMAND FOR APPRAISAL OF SUCH SHARES MUST BE MADE BY OR ON BEHALF OF THE DEPOSITORY NOMINEE AND MUST IDENTIFY THE DEPOSITORY NOMINEE AS THE HOLDER OF RECORD.

If your shares of Accuride common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if your shares are owned of record jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the holder or holders of record. Stockholders who hold their shares of Accuride common stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Accuride Corporation
7140 Office Circle
Evansville, IN 47715
Attention: General Counsel

At any time within 60 days after the effective time of the Merger, any Accuride stockholder that made a demand for appraisal but has not commenced an appraisal proceeding or joined in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Accuride common stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal, but after such 60 day period a demand for appraisal may be withdrawn only with the written approval of the Surviving Corporation.

Notice by the Surviving Corporation. Within ten days after the effective date of the Merger, Accuride, as the Surviving Corporation, must notify each holder of Accuride common stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL and has not voted in favor of the Merger Proposal of the date that the Merger has become effective.

Filing a Petition for Appraisal with the Delaware Court of Chancery. Within 120 days after the effective time of the Merger, but not later, either you, provided you have complied with the requirements of Section 262 of the DGCL and are otherwise entitled to appraisal rights, or the Surviving Corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by you, demanding an appraisal of the value of the shares of Accuride common stock held by all stockholders who have properly demanded appraisal. None of Crestview, Parent, Merger Sub or Accuride, as the Surviving Corporation is under any obligation to file an appraisal petition or has any intention to do so. If you desire to have your shares of Accuride common stock appraised, you should initiate any petitions necessary for properly demanding your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective time of the Merger, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Accuride common stock not voted in favor of the Merger Proposal and with respect to which Accuride has received demands for appraisal, and the aggregate number of holders of those shares. The Surviving Corporation must mail this statement to you within the later of (i) ten days after receipt by the Surviving Corporation of the request therefor or (ii) ten days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Accuride common stock held in a voting trust or by a nominee or intermediary on your behalf you may, in your own name, file an appraisal petition or request from the Surviving Corporation the statement described in this paragraph. If a petition for appraisal is not timely filed, then the right to appraisal will cease.

If a petition for appraisal is duly filed by you or another holder of record of Accuride common stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Court of Chancery a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares of Accuride common stock and with whom agreements as to the value of their shares of Accuride common stock have not been reached by the Surviving Corporation. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which Accuride stockholders have complied with Section 262 of the DGCL and have become entitled to appraisal rights and may require the Accuride stockholders demanding appraisal who hold certificated shares of Accuride common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any Accuride stockholder who fails to comply with this direction. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless

(i) the total number of shares of Accuride common stock entitled to appraisal exceeds 1% of the outstanding shares of Accuride common stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of Accuride common stock exceeds $1.0 million.

The appraisal proceeding will be conducted as to the shares of Accuride common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares of Accuride common stock held by all Accuride stockholders who have properly demanded their appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the effective time of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the Accuride stockholders entitled to receive the same, forthwith in the case of uncertificated stockholders or upon surrender by certificated stockholders to the Surviving Corporation of their stock certificates.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc. , the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to fair value under Section 262 of the DGCL. The fair value of shares of Accuride common stock as determined under Section 262 of the DGCL could be greater than, the same as or less than the Merger Consideration. Neither Parent nor Accuride, as the Surviving Corporation, anticipates offering more than the Merger Consideration to any Accuride stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Accuride common stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the effective time of the Merger, you will lose the right to an appraisal and will instead receive the Merger Consideration in accordance with the Merger Agreement, without interest thereon, less any withholding taxes.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and may tax those costs upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the

appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Accuride common stock entitled to appraisal. In the absence of such an order, each party to the appraisal proceeding bears its own expenses.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you will not, from and after the effective time of the Merger, be entitled to vote the shares of Accuride common stock subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Accuride common stock as of a record date prior to the effective time of the Merger.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the consideration payable in the Merger to the Surviving Corporation, except that any attempt to withdraw made more than 60 days after the effective time of the Merger will require written approval of the Surviving Corporation, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Accuride stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the effective time of the Merger. If you fail to properly demand or successfully withdraw your demand for appraisal, or otherwise lose your appraisal rights, your shares of Accuride common stock will be deemed to have been converted as of the effective time of the Merger into the right to receive the Merger Consideration, without interest thereon, less any withholding taxes.

Failure to follow the steps required by Section 262 of the DGCL for properly demanding appraisal rights may result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Accuride common stock in accordance with the Merger Agreement.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH THE TECHNICAL PREREQUISITES OF SECTION 262 OF THE DGCL. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of Accuride common stock who receive cash in exchange for shares of Accuride common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “ Code ”), the Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “ IRS ”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this summary. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Merger.

This discussion is limited to holders of shares of Accuride common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This

discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

This discussion also does not address the U.S. federal income tax consequence to holders of shares of Accuride common stock who exercise appraisal rights in connection with the Merger under the DGCL.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of Accuride common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Accuride common stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF ACCURIDE COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of Accuride common stock that for U.S. federal income tax purposes is or is treated as:

Effect of the Merger

The receipt of cash by a U.S. holder in exchange for shares of Accuride common stock in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss realized by a U.S. holder who receives cash for shares of Accuride common stock in the Merger will generally equal the difference, if any, between the amount of cash received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share will generally be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of Accuride common stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash in the Merger. Any gain or loss realized by a U.S. holder upon the receipt of cash in exchange for a share of Accuride common stock in the Merger will generally be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time of Merger. Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

A surtax of up to 3.8% may apply to so-called “net investment income” of certain U.S. citizens or residents, and to undistributed “net investment income” of certain estates and trusts. Net investment income includes any gain recognized on the receipt of cash in exchange for shares of Accuride common stock pursuant to the Merger. Holders should consult their own tax advisors regarding the applicability of the tax on gain recognized pursuant to the Merger.

Information Reporting and Backup Withholding

Payments made to a U.S. holder in exchange for shares of Accuride common stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 28%). To avoid backup withholding on such payments, U.S. holders that do not otherwise establish an exemption should complete and return to the paying agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a U.S. person, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain holders (including corporations) are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the Merger under the backup withholding rules may be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of Accuride common stock that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Effect of the Merger

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Accuride common stock in the Merger unless:

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the business.

Gain described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, the determination of whether Accuride is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets and its United States and foreign real property interests. Accuride believes that it has not been a USRPHC for U.S. federal income tax purposes during the time described above.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made to non-U.S. holders in the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 28%). Non-U.S. holders generally can avoid information reporting and backup withholding by providing the paying agent with the applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person as defined under the Code) or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

The discussion above of U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Merger. This summary is for general information purposes only and is not tax advice. Because individual circumstances may differ, each holder should consult their own tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the Merger in light of such holder’s particular circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, or through the application of any state, local or foreign tax laws.

Regulatory Approvals Required for the Merger

General

Accuride and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include the expiration or termination of the applicable waiting period under the HSR Act, and Parent has agreed to use its best efforts to resolve, avoid or eliminate each and every impediment under the HSR Act. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the FTC, the Merger cannot be completed until Accuride and Parent each file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Accuride and Parent and its affiliates filed their respective HSR Act pre-Merger notifications on September 14, 2016 with the FTC and the DOJ under the HSR Act. On September 27, 2016, the FTC granted early termination of the waiting period under the HSR Act.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Federal Law of Economic Competition of Mexico and Mexican Antitrust Matters

Under the Merger Agreement, the expiration or termination of any applicable review period under the Federal Law of Economic Competition of Mexico or the issuance of any applicable approval of the Merger by the Federal Economic Competition Commission of Mexico (the “ Mexican Competition Law Approval ”) is a condition to the consummation of the Merger. However, the parties to the Merger Agreement have determined that no Mexican Competition Law Approval is required in connection with the Merger. Accordingly, the parties to the Merger Agreement have agreed that the condition in the Merger Agreement regarding receipt of any applicable Mexican Competition Law Approval has been deemed to have been satisfied for all purposes under the Merger Agreement.

Voting Agreement

As a condition to Parent entering into the Merger Agreement, the Cetus Holders, including Robert E. Davis, a member of the Board, entered into the Voting Agreement with Parent, pursuant to which they agreed to, among other things, (i) to vote or cause to be voted their shares of Accuride common stock in favor of the adoption of the Merger Agreement and any other actions related thereto submitted to a stockholder vote pursuant to the Merger Agreement or otherwise necessary for the consummation of the transactions contemplated thereby; and (ii) not to, directly or indirectly (a) initiate, solicit, facilitate or knowingly encourage any acquisition proposal or the making or submission thereof; (b) engage in or participate in discussions with third parties regarding an acquisition proposal; (c) furnish or provide any non-public information in connection with any acquisition proposal; (d) solicit proxies or participate in a solicitation in opposition to the consummation of the Merger; or (e) encourage, initiate or cooperate in an action by Accuride stockholders in opposition to the consummation of the Merger. The Voting Agreement will terminate upon the earlier of (i) the effective time of the Merger; (ii) the

date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board makes a change of recommendation with respect to the Merger Proposal; (iv) the date of any change to the terms of the Merger Agreement that is adverse in any material respect to the Cetus Holders, without the Cetus Holders’ prior written consent; and (v) February 23, 2017. As of the Record Date, the Cetus Holders held approximately 17.2% of the shares of outstanding Accuride common stock. The Cetus Holders may not enter into any other agreement or arrangement with respect to voting their shares of Accuride common stock and may not transfer their shares of Accuride common stock to any person other than to persons who agree to be bound by, and vote such shares in accordance with, the Voting Agreement. The Voting Agreement is attached as Appendix D to this proxy statement and is incorporated by reference herein.

THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

The Merger Agreement and the summary of terms included in this proxy statement have been prepared to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Accuride contained in this proxy statement or in the Accuride’s public filings with the SEC, as described in “ Where You Can Find More Information ” on page 112 of this proxy statement, may supplement, update or modify the factual disclosures about Accuride contained in the Merger Agreement and described in this summary. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates and solely for the benefit of parties to the Merger Agreement, and:

Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. Accordingly, the representations, warranties, covenants and other provisions of the Merger Agreement or any description of such provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “ Where You Can Find More Information ” on page 112 of this proxy statement.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the effective time of the Merger, Merger Sub will be merged with and into Accuride, with Accuride continuing as a wholly owned subsidiary of Parent from and after the effective time of the Merger.

The board of directors of the Surviving Corporation immediately after the effective time of the Merger will consist of the directors of Merger Sub immediately prior to the effective time of the Merger, each to hold office until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation. The officers of Accuride immediately prior to the effective time of the Merger will be the officers of the Surviving Corporation immediately following the effective time of the Merger, each to hold office until

their respective successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. At the effective time of the Merger, without any further action on the part of Accuride or any other person, the certificate of incorporation of Accuride will be amended and restated to read as set forth in Exhibit A to the Merger Agreement, and as so amended and restated will be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law and the applicable provisions of such certificate (subject to Parent’s and the Surviving Corporation’s obligations described in “ The Merger—Interests of the Directors and Executive Officers of Accuride in the Merger—Insurance and Indemnification of Directors and Executive Officers ” on page 67 of this proxy statement), and Accuride will take all necessary action such that, at the effective time of the Merger, the bylaws of Accuride will be amended and restated to read as set forth in Exhibit B to the Merger Agreement until amended in accordance with the applicable provisions of such bylaws or applicable law.

Closing and Effective Time of the Merger; Marketing Period

Unless another date is agreed by the parties, the closing of the Merger will take place at 8:00 a.m., local time, on the third business day following the satisfaction or waiver of the conditions to closing set forth in Article VI of the Merger Agreement (described in “— Conditions to the Closing of the Merger ” on page 99 of this proxy statement) (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions). However, if the marketing period (as summarized below) has not ended at the time of the satisfaction or waiver of such closing conditions, the closing of the Merger will occur on the earlier of (i) a date during the marketing period specified by Parent on no fewer than three business days’ notice to Accuride and (ii) the third business day following the end of the marketing period, subject in each case to the satisfaction or waiver of all conditions to closing as of such date.

Concurrently with the closing of the Merger, or on a different date as the parties may agree, the parties will cause a certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of Merger, or at such later time as is agreed by the parties to the Merger Agreement and specified in the certificate of Merger.

The “marketing period” refers to the first period of 20 consecutive business days after the date of the Merger Agreement following the receipt by Parent of certain financial information (other than such information that is customarily provided by an investment bank in the preparation of a confidential information memorandum) (such information, the “ financing information ”). The following provisos apply in respect to the marketing period: (i) the marketing period will not be deemed to commence if prior to the completion of the marketing period: (a) Accuride’s auditors have withdrawn their audit opinion or objected to the use of their audit opinions related to any audited financial statements included in the financing information, (b) Accuride issues a public statement indicating its intent to restate any historical financial statements of Accuride or that any such restatement is under consideration by the Board, in which case the marketing period will not be deemed to commence unless and until such restatement has been completed and the relevant financial statements have been amended or Accuride has publicly announced that it has concluded that no restatement is required in accordance with GAAP, or (c) Accuride has been delinquent in filing any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, in which case the marketing period will not be deemed to commence unless and until all such delinquencies have been cured; (ii) the marketing period will end on any earlier date that is the date on which all of the debt financing is consummated; (iii) in no event will the marketing period commence prior to the date that this proxy statement is first mailed to Accuride’s stockholders; (iv) neither November 24, 2016 and November 25, 2016 shall be considered a business day for purposes of determining whether the marketing period has been completed and (v) the marketing period will either end on or prior to December 16, 2016 or, if the marketing period has not ended on or prior to December 16, 2016, then the marketing period shall commence no earlier than January 6, 2017. However, if Accuride reasonably believes it has delivered the applicable financing information, it may deliver to Parent written notice to that effect (stating when it believes it completed such delivery), in which case the marketing period will be deemed to have commenced on the date specified in that notice unless Parent in good faith reasonably believes Accuride has not completed delivery of the financing information and, within three business days after the delivery of such notice by Accuride, delivers a written notice to Accuride to that effect (stating with reasonable specificity what portions of the financing information are missing or unsuitable).

Merger Consideration

Common Stock

At the effective time of the Merger, each share of Accuride common stock issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares held by Accuride as treasury stock or held by Parent or Merger Sub or any wholly owned subsidiary of Accuride, Parent or Merger Sub and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Accuride common stock converted into the right to receive the Merger Consideration will automatically be cancelled at the effective time of the Merger, and each certificate formerly representing such shares of Accuride common stock will thereafter represent only the right to receive the Merger Consideration.

Outstanding Equity Awards and Other Awards

The Merger Agreement provides for the following treatment with respect to equity awards relating to Accuride common stock:

Restricted Stock Units

At the effective time of the Merger, each Company RSU will, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of Accuride common stock subject to such Company RSU (less any applicable withholding taxes). Each Performance RSU that is outstanding immediately prior to the effective time of the Merger will vest in accordance with the terms of the agreement granting such Performance RSU (the “ Vested Performance RSU ”) and, without any required action on the part of the holder thereof, be cancelled and entitle the holder thereof to receive the Merger Consideration with respect to each share of Accuride common stock subject to such Vested Performance RSU. Any Performance RSU that is not a Vested Performance RSU will, at the effective time of the Merger, automatically and without any required action on the part of the holder thereof, be cancelled in exchange for no consideration. As soon as practicable, but not more than fifteen business days following the closing of the Merger, the surviving corporation will make the payments, if any, due to each holder of such Company RSUs and Vested Performance RSUs.

Stock Options

At the effective time of the Merger, each Company Option will, automatically and without any required action on the part of the holder thereof, be cancelled without any payment thereon because the exercise price of all outstanding Company Options exceeds the Merger Consideration.

Performance Bonus Agreements and Cash Bonus Agreements

Each of our executive officers is party to a Performance Bonus Agreement that provides for the payment of cash bonuses based on achievement of certain performance goals at the end of a three year performance period ending December 31, 2018 (the “ Performance Bonuses ”). The Performance Bonus Agreements provide that, upon a Change in Control (as defined in the Incentive Award Plan and which will include the Merger), each executive officer is entitled to receive a prorated Performance Bonus, based on the target Performance Bonus payable to such executive officer pursuant to the terms of his or her Performance Bonus Agreement and prorated based on the number of full months elapsed in the three year performance period through the effective time of the Merger.

Each of our executive officers is also party to a Cash Bonus Agreement that provides for the payment of a cash bonus amount (the “ Cash Bonus ”) if the executive remains employed through certain dates or in full if the executive’s employment is terminated by Accuride without Cause (as defined in the Cash Bonus Agreement) within 12 months following a Change in Control (as defined in the Incentive Award Plan and which will include the Merger). The Cash Bonuses vest and become payable with respect to 20% of the Cash Bonus on each of March 5, 2017, 2018 and 2019, and 40% of the Cash Bonus on March 5, 2020, subject to accelerated vesting and payment upon an executive’s termination by Accuride without Cause within 12 months following a Change in Control.

Termination of Incentive Award Plan

As of the effective time of the Merger, the Incentive Award Plan will be terminated and no further shares of Accuride common stock, company options, restricted stock units, equity interests or other rights with respect to shares of Accuride common stock shall be granted thereunder.

Dissenting Shares

Any shares of Accuride common stock held by stockholders who have not voted in favor of the Merger Proposal or consented thereto in writing and who are entitled to and have properly demanded appraisal rights for such shares in accordance with, and who comply in all respects with, Section 262 of the DGCL will not be converted into the right to receive the Merger Consideration. At the effective time of the Merger all such Dissenting Shares will no longer be outstanding and will automatically be cancelled and cease to exist, and the holders of such Dissenting Shares will cease to have any rights with respect thereto, except the rights granted to them under Section 262 of the DGCL. If any such stockholder fails to perfect or otherwise waives, withdraws or loses such stockholder’s right to appraisal under the DGCL or other applicable law, then the right of such holder to be paid the fair value of such Dissenting Shares will cease and the Dissenting Shares will be deemed to have been converted, as of the effective time of the Merger, into the right to receive the Merger Consideration, without interest and less any applicable withholding taxes, and will not thereafter be deemed Dissenting Shares.

Exchange and Payment Procedures

At or prior to the effective time of the Merger, Parent will appoint a bank or trust company reasonably acceptable to Accuride (the “ paying agent ”) to make payments of the Merger Consideration to stockholders. At or prior to the effective time of the Merger, Parent will deposit or cause to be deposited with the paying agent the aggregate Merger Consideration to which the holders of Accuride common stock are entitled at the effective time of the Merger pursuant to the Merger Agreement.

As soon as practicable (but no later than the third business day) after the effective time of the Merger, the Surviving Corporation will cause the paying agent to mail to each person that was, immediately prior to the effective time of the Merger, a holder of record of Accuride common stock represented by a certificate, which shares were converted into the right to receive the Merger Consideration, a letter of transmittal together with instructions for effecting the surrender of the certificates in exchange for payment of the Merger Consideration. Upon receipt of (i) in the case of shares of Accuride common stock represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such shares together with the signed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions, or (ii) in the case of shares of Accuride common stock held in book-entry form (other than shares held through The Depository Trust Company) the receipt of the signed letter of transmittal (or such other evidence of transfer or surrender as the paying agent may reasonably request), the holder of such shares will be entitled to receive the Merger Consideration in exchange therefor and such certificates or book-entry shares shall be cancelled. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

As promptly as practicable after the effective time of the Merger, Parent will cause the paying agent to pay and deliver to The Depository Trust Company or its nominee, in respect of each book-entry share held through The Depository Trust Company, a cash amount in immediately available funds equal to the Merger Consideration (without interest, and after giving effect to any required tax withholdings) that holders of such book-entry shares shall be automatically entitled to receive, and such book-entry shares of such holder shall be cancelled.

At the effective time of the Merger, the stock transfer books of Accuride shall be closed and thereafter there shall be no further registration of transfers of shares on the records of Accuride, and holders of certificates and book-entry shares will no longer have rights with respect to the shares. If, after the effective time of the Merger, certificates that represented ownership of shares are presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as provided in the Merger Agreement.

If any cash deposited with the paying agent remains undistributed to holders of Accuride common stock nine months following the effective time of the Merger, such cash (including any interest received in respect thereto) will be delivered to the Surviving Corporation, and any holders of Accuride common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving

Corporation for payment of its claim for the Merger Consideration, without any interest thereon and subject to any applicable withholding taxes and abandoned property, escheat or other similar laws. Any Merger Consideration that remains unclaimed by the holders of Accuride common stock immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claim or interest of any person previously entitled thereto. Any portion of the aggregate Merger Consideration made available to the paying agent to pay for shares for which appraisal rights have been perfected shall be returned to the Surviving Corporation upon demand.

If any stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting by such Person of a bond, in such amount as Parent may reasonably direct, as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the paying agent with respect to such stock certificate), the paying agent will, in exchange for such lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable in respect thereof pursuant to the Merger Agreement.

Representations and Warranties

In the Merger Agreement, Accuride has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

All of Accuride's representations and warranties are qualified by reference to the disclosure in Accuride's filings with the SEC after January 1, 2014 and publically available at least 24 hours prior to the execution and delivery of the Merger Agreement (other than disclosures contained in the “Forward Looking Statements” or “Risk Factors” sections of such SEC filings, and other disclosures to the extent they are predictive, cautionary or forward-looking in nature) and as set forth in Accuride's disclosure schedules delivered to Parent pursuant to the Merger Agreement.

In addition, many of Accuride's representations and warranties are qualified by knowledge or by a materiality or a “Company Material Adverse Effect” standard. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, event, condition, occurrence, development or effect that, individually or in the aggregate, has a material adverse effect on the business, properties, assets, financial condition or results of operations of Accuride and its subsidiaries, taken as a whole. The foregoing notwithstanding, none of the following will constitute or be deemed to constitute a Company Material Adverse Effect, and will not otherwise be taken into account in determining whether such Company Material Adverse Effect has occurred or would reasonably be expected to occur:

Parent’s and Merger Sub’s representations and warranties under the Merger Agreement, relate to, among other things:

None of the representations and warranties in the Merger Agreement will survive the completion of the Merger.

Conduct of Business Pending the Merger

Certain covenants in the Merger Agreement restrict the conduct of Accuride’s business between the date of the Merger Agreement and the effective time of the Merger. Except (i) as expressly required or permitted under the Merger Agreement, (ii) as set forth in Accuride’s disclosure schedule or (iii) with the prior written consent of Parent, from the date of the Merger Agreement until the earlier of the effective time of the Merger or termination of the Merger Agreement, Accuride will and will cause each of its subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice, use its reasonable best efforts to keep available the services of the current officers, employees and consultants of Accuride and each of its subsidiaries and to preserve the goodwill and current relationships of Accuride and each of its subsidiaries with customers, suppliers and other persons with which Accuride or any of its subsidiaries has business relations, and perform or comply with in all material respects all covenants and agreements required to be performed or complied with by them under the Stock Purchase Agreement, dated September 2, 2016, by and among Accuride, Truck Components Inc. and Grede Holdings LLC. Except (i) as expressly required or permitted under the Merger Agreement, (i) as set forth in Accuride’s disclosure schedule or (iii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the earlier of the effective time of the Merger or termination of the Merger Agreement, Accuride will not, and will not permit its subsidiaries to: