DETROIT, Feb. 24,
2025 /PRNewswire/ -- American Axle &
Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) has announced the
successful syndication of the bridge financing to support the
announced Combination with the Dowlais Group plc (Dowlais) on
January 29, 2025 (the "Combination").
Prior to the Combination announcement, J.P. Morgan had exclusively
underwritten the committed financing to support AAM's requirements
in connection with the Combination.
The bridge financing has been successfully syndicated to a broad
group of financial institutions in the form of a $843 million Term Loan B, $843 million 1st Lien Senior Secured Bridge
Facility and $500 million 2nd Lien
Senior Secured Bridge Facility. In addition, AAM has amended its
Credit Agreement to, among other things, extend the maturity date
of the Revolving Credit Facility (RCF) and the Term Loan A with a
new five-year term. The amended Credit Agreement also increases the
commitments under the RCF to approximately $1.5 billion (an increase of $570 million as compared to AAM's current Credit
Agreement), automatically effective at the Combination closing
date, to reflect the increased size of the company resulting from
the Combination.
"We are pleased with the strong support of our banking partners
in the financing of this important and transformational business
combination for AAM," said Christopher J.
May, AAM's Executive Vice President and Chief Financial
Officer. "The Amended Credit Agreement extends AAM's maturity
profile and enhances our liquidity while further strengthening our
capital structure."
Investor Presentation
AAM posted an investor
presentation at
www.aam.com/investors/offer-for-Dowlais-Group-plc that
provides additional information on the attractive business outlook
for AAM, as well as the significant benefits and value creation
potential of the Combination. The presentation highlights:
- AAM's high revenue visibility in core driveline programs with
over $20 billion in lifetime revenues
secured through 2030 and beyond.
- AAM's favorable positioning for resurging ICE / Hybrid volumes
and quote activity in North
America.
- The expanded geographic diversification which enables the
company resulting from the Combination to better serve customers
while still maintaining the highest North American exposure among
US-listed auto parts companies.
- The robust process for identifying the $300 million of run-rate cost synergies and the
ability to generate free cash flow.
- The status of the regulatory approval process.
About AAM
As a leading global Tier 1 Automotive and
Mobility Supplier, AAM designs, engineers and manufactures
Driveline and Metal Forming technologies to support electric,
hybrid and internal combustion vehicles. Headquartered in
Detroit with over 75 facilities in
16 countries, AAM is bringing the future faster for a safer and
more sustainable tomorrow. To learn more, visit www.aam.com.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains statements concerning AAM's (the
"Company's") expectations, beliefs, plans, objectives, goals,
strategies, and future events or performance, including, but not
limited to, certain statements related to (i) the ability of the
Company and Dowlais to consummate the Combination in a timely
manner or at all; (ii) the satisfaction (or waiver) of conditions
to the consummation of the Combination; (iii) adverse effects on
the market price of the Company's or Dowlais's operating results,
including because of a failure to complete the Combination; (iv)
the effect of the announcement or pendency of the Combination on
the Company's or Dowlais's business relationships, operating
results and business generally; (v) future capital expenditures,
expenses, revenues, economic performance, synergies, financial
conditions, market growth, dividend policy, losses and future
prospects; (vi) business and management strategies and the
expansion and growth of the operations of the Company or the
Dowlais; and (vii) the effects of government regulation on the
business of the Company or Dowlais. Such statements are
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and relate to trends and
events that may affect the Company's future financial position and
operating results. The terms such as "will," "may," "could,"
"would," "plan," "believe," "expect," "anticipate," "intend,"
"project," "target," and similar words or expressions, as well as
statements in future tense, are intended to identify
forward-looking statements. 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 the Company's 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 inflation,
recession or recessionary concerns, or slower growth in the markets
in which the Company operates; reduced purchases of the Company's
products by General Motors Company (GM), Stellantis N.V.
(Stellantis), Ford Motor Company (Ford) or other customers; the
Company's ability to respond to changes in technology, increased
competition or pricing pressures; the Company's ability to develop
and produce new products that reflect market demand;
lower-than-anticipated market acceptance of new or existing
products; the Company's ability to attract new customers and
programs for new products; reduced demand for the Company's
customers' products (particularly light trucks and sport utility
vehicles (SUVs) produced by GM, Stellantis and Ford); risks
inherent in the Company's global operations (including tariffs and
the potential consequences thereof to the Company, the Company's
suppliers, and the Company's customers and their suppliers, adverse
changes in trade agreements, such as the
United States-Mexico-Canada Agreement (USMCA), compliance
with customs and trade regulations, immigration policies, political
stability or geopolitical conflicts, taxes and other law changes,
potential disruptions of production and supply, and currency rate
fluctuations); supply shortages and the availability of natural gas
or other fuel and utility sources in certain regions, labor
shortages, including increased labor costs, or price increases in
raw material and/or freight, utilities or other operating supplies
for the Company or the Company's customers as a result of pandemic
or epidemic illness, geopolitical conflicts, natural disasters or
otherwise; a significant disruption in operations at one or more of
the Company's key manufacturing facilities; risks inherent in
transitioning the Company's business from internal combustion
engine vehicle products to hybrid and electric vehicle products;
the Company's ability to realize the expected revenues from the
Company's new and incremental business backlog; negative or
unexpected tax consequences, including those resulting from tax
litigation; risks related to a failure of the Company's information
technology systems and networks, including cloud-based
applications, and risks associated with current and emerging
technology threats, and damage from computer viruses, unauthorized
access, cyber attacks, including increasingly sophisticated cyber
attacks incorporating use of artificial intelligence, and other
similar disruptions; the Company's suppliers', the Company's
customers' and their suppliers' ability to maintain satisfactory
labor relations and avoid or minimize work stoppages; cost or
availability of financing for working capital, capital
expenditures, research and development (R&D) or other general
corporate purposes including acquisitions, as well as the Company's
ability to comply with financial covenants; the Company's
customers' and suppliers' availability of financing for working
capital, capital expenditures, R&D or other general corporate
purposes; an impairment of the Company's goodwill, other intangible
assets, or long-lived assets if the Company's business or market
conditions indicate that the carrying values of those assets exceed
their fair values; liabilities arising from warranty claims,
product recall or field actions, product liability and legal
proceedings to which the Company is or may become a party, or the
impact of product recall or field actions on the Company's
customers; the Company's ability or the Company's customers' and
suppliers' ability to successfully launch new product programs on a
timely basis; risks of environmental issues, including impacts of
climate-related events, that could result in unforeseen issues or
costs at the Company's facilities, or risks of noncompliance with
environmental laws and regulations, including reputational damage;
the Company's ability to maintain satisfactory labor relations and
avoid work stoppages; the Company's ability to consummate strategic
initiatives and successfully integrate acquisitions and joint
ventures; the Company's ability to achieve the level of cost
reductions required to sustain global cost competitiveness or the
Company's ability to recover certain cost increases from the
Company's customers; price volatility in, or reduced availability
of, fuel; the Company's ability to protect the Company's
intellectual property and successfully defend against assertions
made against the Company; adverse changes in laws, government
regulations or market conditions affecting the Company's products
or the Company's customers' products; the Company's ability or the
Company's customers' and suppliers' ability to comply with
regulatory requirements and the potential costs of such compliance;
changes in liabilities arising from pension and other
postretirement benefit obligations; the Company's ability to
attract and retain qualified personnel in key positions and
functions; and other unanticipated events and conditions that may
hinder the Company's ability to compete. It is not possible to
foresee or identify all such factors and the Company makes 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.
Additional Information
This press release may be deemed to be solicitation material in
respect of the Combination, including the issuance of shares of the
Company's common stock in respect of the Combination (the "Share
Issuance"). In connection with the foregoing proposed Share
Issuance, the Company expects to file a proxy statement on Schedule
14A, including any amendments and supplements thereto (the "Proxy
Statement") with the SEC. To the extent the Combination is effected
as a scheme of arrangement under English law, the Share Issuance
would not be expected to require registration under the Securities
Act, pursuant to an exemption provided by Section 3(a)(10) under
the Securities Act. In the event that the Company exercises its
right to elect to implement the Combination by way of a takeover
offer (as defined in the UK Companies Act 2006) or otherwise
determines to conduct the Combination in a manner that is not
exempt from the registration requirements of the Securities Act,
the Company expects to file a registration statement with the SEC
containing a prospectus with respect to the Share Issuance.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT,
THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED BY THE COMPANY WITH THE SEC OR INCORPORATED BY REFERENCE IN
THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the Proxy
Statement, the scheme document, and other documents filed by the
Company with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the Proxy Statement, the scheme document, and other
documents filed by the Company with the SEC at
https://www.aam.com/investors.
Participants in the Solicitation
The Company and its directors, its directors, executive officers
and certain other members of management and employees will be
participants in the solicitation of proxies from the Company's
stockholders in respect of the Combination, including the proposed
issuance of Company's common stock in connection with the
Combination. Information regarding the Company's directors and
executive officers is contained in the Annual Report on Form 10-K
for the fiscal year ended December 31,
2024 of the Company, which was filed with the SEC on
February 14, 2025 and in the
definitive proxy statement on Schedule 14A for the Company's annual
meeting of stockholders of the Company, which was filed with the
SEC on March 21, 2024 and the Current
Report on Form 8-K of the Company, which was filed with the SEC on
May 2, 2024. Additional information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the Proxy Statement when it is filed with the SEC. To the
extent holdings of the Company's securities by its directors or
executive officers change from the amounts set forth in the Proxy
Statement, such changes will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC by the Company. These documents may be
obtained free of charge from the SEC's website at www.sec.gov and
the Company's website at https://www.aam.com/investors.
Contacts
Investor Contact:
David H.
Lim
Head of Investor
Relations
+1 313 758 2006
david.lim@aam.com
Media Contact:
Christopher M.
Son
Vice President, Marketing & Communications
+1 313 758 4814
chris.son@aam.com
FGS Global (PR adviser to AAM):
Jared Levy/Jim
Barron
+1 212 687 8080
Charlie Chichester/Rory King
+44 20 7251 3801
AAM@fgsglobal.com
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SOURCE American Axle & Manufacturing Holdings, Inc.