American Axle & Manufacturing Commences Tender Offer and Consent Solicitation for its 7.875% Senior Notes Due 2017
(Thomson Reuters ONE) -
Detroit, Michigan, February 14, 2013 - American Axle & Manufacturing Holdings,
Inc. (NYSE: AXL), announced today that its wholly-owned subsidiary, American
Axle & Manufacturing, Inc. ("AAM" or the "Company") has commenced a cash Tender
Offer (the "Tender Offer") for any and all of its outstanding 7.875% senior
notes due 2017 (CUSIP No. 02406PAF7) and a solicitation of consents to certain
proposed amendments to the indenture governing the notes (the "Consent
Solicitation").
Holders who validly tender their notes prior to 5:00 p.m., New York City time,
on February 28, 2013, unless extended (the "Early Tender Time"), will be
eligible to receive $1,030 for each $1,000 principal amount of notes tendered
and not validly withdrawn (which includes an "Early Tender Premium" of $25 per
$1,000 principal amount of notes). Holders who validly tender their notes after
the Early Tender Time and prior to 11:59 p.m., New York City time, on March
1, 2013, unless extended (the "Expiration Time"), will be eligible to receive
$1,005 for each $1,000 principal amount of notes tendered and will not receive
the Early Tender Premium.
Holders will also receive a cash payment equal to the accrued and unpaid
interest from the most recent interest payment date on the notes up to, but not
including, the applicable settlement date. Holders who validly tender their
notes by the Early Tender Time will be eligible to receive payment on the
initial settlement date, which is currently expected to occur on or about March
1, 2013, following the Early Tender Time and satisfaction or waiver of the
Tender Offer conditions. Holders tendering after the Early Tender Time and prior
to the Expiration Time will be eligible to receive payment on the final
settlement date following the Expiration Time.
Tendered notes may be withdrawn (thereby revoking the related consent) before
5:00 p.m., New York City time, on February 28, 2013, unless extended by the
Company and except in certain limited circumstances. Any extension, delay,
termination or amendment of the Tender Offer will be followed as promptly as
practicable by a public announcement thereof.
Concurrently with the Tender Offer, the Company is soliciting from holders
consents to the proposed amendments to the indenture governing the Notes to
eliminate most of the covenants and certain default provisions applicable to the
notes. Adoption of the proposed amendments requires the consent of holders of at
least a majority of the outstanding principal amount of the Notes.
The Tender Offer is subject to the satisfaction of certain conditions, including
a financing condition. There is no minimum amount of notes that must be tendered
in the Tender Offer and the Tender Offer is not conditioned upon the successful
completion of the Consent Solicitation. Holders who validly tender their Notes
pursuant to the Tender Offer will be deemed to have delivered their consents by
virtue of such tender. Holders may not tender their notes without delivering
consents or deliver consents without tendering their notes effecting the
proposed amendments to the indenture governing the notes.
The complete terms and conditions of the Tender Offer and Consent Solicitation
are described in the Offer to Purchase and Consent Solicitation Statement dated
February 14, 2013, copies of which may be obtained from D.F. King & Co., Inc.,
the tender and information agent for the Tender Offer and Consent Solicitation,
at (800) 769-4414 (US toll-free) or, for banks and brokers, (212) 269-5550.
The Company has engaged BofA Merrill Lynch and J.P. Morgan Securities LLC to act
as dealer managers and solicitation agents in connection with the Tender Offer
and Consent Solicitation. Questions regarding the terms of the Tender Offer may
be directed to BofA Merrill Lynch at (888) 292-0070 (US toll-free) and (980)
387-3907 (collect) or J.P. Morgan Securities LLC at (800) 245-8125 (US toll-
free) and (212) 270-0761 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
Tender Offer and Consent Solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated February 14, 2013.
AAM is a world leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility vehicles,
passenger cars, crossover vehicles and commercial vehicles. In addition to
locations in the United States (Michigan, Ohio, Pennsylvania and Indiana), AAM
also has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, Scotland, South Korea, Sweden and Thailand.
Cautionary Statement Concerning Forward-Looking Statements
In this press release, we make statements concerning our expectations, beliefs,
plans, objectives, goals, strategies, and future events or performance. Forward-
looking statements should not be read as a guarantee of future performance or
results, and will not necessarily be accurate indications of the times at, or
by, which such performance or results will be achieved. Forward-looking
statements are based on information available at the time those statements are
made and/or management's good faith belief as of that time with respect to
future events and are subject to risks and may differ materially from those
expressed in or suggested by the forward-looking statements. Important factors
that could cause such differences include, but are not limited to: global
economic conditions, including the impact of the debt crisis in the Euro-zone;
reduced purchases of our products by GM, Chrysler or other customers; reduced
demand for our customers' products (particularly light trucks and SUVs produced
by GM and Chrysler); our ability or our customers' and suppliers' ability to
successfully launch new product programs on a timely basis; our ability to
realize the expected revenues from our new and incremental business backlog; our
ability to respond to changes in technology, increased competition or pricing
pressures; supply shortages or price increases in raw materials, utilities or
other operating supplies for us or our customers as a result of natural
disasters or otherwise; liabilities arising from warranty claims, product recall
or field actions, product liability and legal proceedings to which we are or may
become a party; our ability to achieve the level of cost reductions required to
sustain global cost competitiveness; our ability to attract new customers and
programs for new products; price volatility in, or reduced availability of,
fuel; our ability to develop and produce new products that reflect market
demand; lower-than-anticipated market acceptance of new or existing products;
our ability to maintain satisfactory labor relations and avoid work stoppages;
our suppliers', our customers' and their suppliers' ability to maintain
satisfactory labor relations and avoid work stoppages; risks inherent in our
international operations (including adverse changes in political stability,
taxes and other law changes, potential disruptions of production and supply, and
currency rate fluctuations); availability of financing for working capital,
capital expenditures, R&D or other general corporate purposes, including our
ability to comply with financial covenants; our customers' and suppliers'
availability of financing for working capital, capital expenditures, R&D or
other general corporate purposes; adverse changes in laws, government
regulations or market conditions affecting our products or our customers'
products (such as the Corporate Average Fuel Economy ("CAFE") regulations);
changes in liabilities arising from pension and other postretirement benefit
obligations; our ability to attract and retain key associates; risks of
noncompliance with environmental laws and regulations or risks of environmental
issues that could result in unforeseen costs at our facilities; our ability or
our customers' and suppliers' ability to comply with the Dodd-Frank Act and
other regulatory requirements and the potential costs of such compliance; our
ability to consummate and integrate acquisitions and joint ventures; other
unanticipated events and conditions that may hinder our ability to compete. It
is not possible to foresee or identify all such factors and we make no
commitment to update any forward-looking statement or to disclose any facts,
events or circumstances after the date hereof that may affect the accuracy of
any forward-looking statement.
# # #
For more information...
Christopher M. Son
Director, Investor Relations,
Corporate Communications and Marketing
(313) 758-4814
chris.son(at)aam.com
David Tworek
Manager, Communications
(313) 758-4883
david.tworek(at)aam.com
Or visit the AAM website at www.aam.com.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: American Axle & Manufacturing Holdings, Inc via Thomson Reuters ONE
[HUG#1678316]
Unternehmensinformation / Kurzprofil:
Datum: 14.02.2013 - 15:05 Uhr
Sprache: Deutsch
News-ID 229719
Anzahl Zeichen: 10546
contact information:
Town:
Detroit, MI
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 156 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"American Axle & Manufacturing Commences Tender Offer and Consent Solicitation for its 7.875% Senior Notes Due 2017"
steht unter der journalistisch-redaktionellen Verantwortung von
American Axle & Manufacturing Holdings, Inc (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
