DETROIT, March 23, 2018 /PRNewswire/ -- American Axle
& Manufacturing Holdings, Inc. (AAM – NYSE: AXL) announced
today the interim results of the previously announced tender offer
and consent solicitation by its subsidiary, American Axle &
Manufacturing, Inc. (the "Company"). As of 5:00 p.m., New York
City time, on March 23, 2018
(the "Early Tender Time"), a total of $383,094,000 principal amount of the Company's
6.25% senior notes due 2021 (CUSIP No. 02406P AM2) had been
tendered and the related consents delivered.
Pursuant to the terms of the tender offer, the Company accepted
for payment all notes validly tendered (and not validly withdrawn)
prior to the Early Tender Time, and holders who tendered such notes
will receive $1,018.75 per
$1,000 in principal amount of notes
validly tendered, plus accrued and unpaid interest from the last
interest payment date on their notes (March
15, 2018) up to, but not including, the initial settlement
date, which is expected to be the next business day after the Early
Tender Time. The Company intends to use the proceeds of the
issuance of $400,000,000 of 6.250%
Senior Notes due 2026 expected to close on March 26, 2018 to fund the tender offer.
The tender offer will expire at 11:59
p.m., New York City time,
on April 9, 2018, unless extended
(such date and time, as the same may be extended, the "Expiration
Time"). Holders who validly tender their notes after the Early
Tender Time and before the Expiration Time will be eligible to
receive $988.75 per $1,000 principal amount of notes, plus accrued
and unpaid interest from the last interest payment date on their
notes (March 15, 2018) up to, but not
including, the final settlement date, which is expected to be the
next business day after the Expiration Time.
Based on the consents received, the Company and the trustee
under the indenture governing the notes have entered into a
supplemental indenture that eliminates most of the covenants and
certain default provisions applicable to the notes and shortens
certain redemption notice periods.
Tendered notes may no longer be withdrawn and the related
consents may no longer be revoked. Any extension, delay,
termination or amendment of the tender offer will be followed as
promptly as practicable by a public announcement thereof.
The complete terms and conditions of the tender offer and
consent solicitation are described in the Offer to Purchase and
Consent Solicitation Statement, dated March
12, 2018, 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 (866) 829-0541 (US toll-free)
or, for banks and brokers, (212) 269-5550, or by email at
axl@dfking.com.
The Company has engaged Citigroup Global Markets Inc. to act as
dealer manager and solicitation agent in connection with the tender
offer and consent solicitation. Questions regarding the terms of
the tender offer may be directed to Citigroup Global Markets Inc.
at (800) 558-3745 (US toll-free) and (212) 723-6106 (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 March 12, 2018 and
related Consent and Letter of Transmittal dated March 12, 2018. No offer, solicitation or
purchase will be made in any jurisdiction in which such an offer,
solicitation or purchase would be unlawful.
About AAM
AAM is a global Tier 1 supplier to the
automotive, commercial and industrial markets. AAM designs,
engineers, validates and manufactures driveline, metal forming,
powertrain and casting products, employing over 25,000 associates,
operating at more than 90 facilities in 17 countries, to support
its customers on global and regional platforms with a continued
focus on delivering operational excellence, technology leadership
and quality.
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: reduced purchases of our products by General Motors
Company (GM), FCA US LLC (FCA), or other customers; reduced demand
for our customers' products (particularly light trucks and sport
utility vehicles (SUVs) produced by GM and FCA); our ability to
respond to changes in technology, increased competition or pricing
pressures; 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 attract new customers and
programs for new products; risks inherent in our global operations
(including adverse changes in trade agreements, such as NAFTA,
tariffs, immigration policies, political stability, taxes and other
law changes, potential disruptions of production and supply, and
currency rate fluctuations); a significant disruption in operations
at one or more of our key manufacturing facilities; global economic
conditions; our ability to successfully integrate the business and
information systems of Metaldyne Performance Group, Inc. (MPG) and
to realize the anticipated benefits of the merger; risks related to
disruptions to ongoing business operations as a result of the
merger with MPG, including disruptions to management time; risks
related to a failure of our information technology systems and
networks, and risks associated with current and emerging technology
threats and damage from computer viruses, unauthorized access,
cyber attack and other similar disruptions; negative or unexpected
tax consequences; liabilities arising from warranty claims, product
recall or field actions, product liability and legal proceedings to
which we are or may become a party, or the impact of product recall
or field actions on our customers; our ability to achieve the level
of cost reductions required to sustain global cost competitiveness;
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; 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 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; price
volatility in, or reduced availability of, fuel; potential
liabilities or litigation relating to, or assumed in, the MPG
merger; potential adverse reactions or changes to business
relationships resulting from the completion of the merger with MPG;
our ability to protect our intellectual property and successfully
defend against assertions made against us; our ability to attract
and retain key associates; availability of financing for working
capital, capital expenditures, research and development (R&D)
or other general corporate purposes including acquisitions, as well
as 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;
changes in liabilities arising from pension and other
postretirement benefit obligations; risks of noncompliance with
environmental laws and regulations or risks of environmental issues
that could result in unforeseen costs at our facilities or
reputational damage; adverse changes in laws, government
regulations or market conditions affecting our products or our
customers' products; our ability or our customers' and suppliers'
ability to comply with regulatory requirements and the potential
costs of such compliance; and 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:
Investor Contact
Jason P.
Parsons
Director, Investor
Relations
(313)
758-2404
jason.parsons@aam.com
Media Contact
Christopher M.
Son
Executive Director, Marketing & Communications
(313) 758-4814
chris.son@aam.com
Or visit the AAM website at www.aam.com.
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SOURCE American Axle & Manufacturing Holdings, Inc.