NOVI, Mich., April 3, 2014 /PRNewswire/
-- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Holdings"), the
parent company of Cooper-Standard Automotive Inc. ("Cooper Standard"), a leading global supplier of
systems and components for the automotive industry, announced today
that the early tender deadline expired at 5:00 p.m., New York
City time, on April 3, 2014
(the "Early Tender Deadline") for the previously announced cash
tender offers (the "Offers") for its outstanding Senior PIK Toggle
Notes due 2018 (CUSIP No. 21687W AA3) ("HoldCo Notes") and for
Cooper Standard's outstanding 8
½% Senior Notes due 2018 (CUSIP No. 216762 AE4) ("OpCo
Notes" and, together with HoldCo Notes, the "Notes").
In addition, Holdings and Cooper
Standard each exercised the early purchase option and
accepted for purchase all of the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline.
Holders who validly tendered their Notes and delivered their
consents at or prior to the Early Tender Deadline and who did not
validly withdraw their Notes prior to the withdrawal deadline will
receive the total consideration equal to, (i) with respect to the
HoldCo Notes, $1,024.50 per
$1,000 principal amount of HoldCo
Notes, and (ii) with respect to the OpCo Notes, $1,047.85 per $1,000 principal amount of OpCo Notes, which
includes, in each case, an early tender payment of $5.00 per $1,000
principal amount of Notes. Such holders also will receive accrued
and unpaid interest in respect of their purchased Notes from the
last interest payment date to, but not including, April 4, 2014.
As of the Early Tender Deadline, $198,000,000 principal amount of the HoldCo Notes
had been tendered and not validly withdrawn, representing
approximately 99.00% of the aggregate outstanding principal amount
of the HoldCo Notes, and $220,328,000
principal amount of the OpCo Notes had been tendered and not
validly withdrawn, representing approximately 48.96% of the
aggregate outstanding principal amount of the OpCo Notes.
Holdings received consents from holders representing a majority
in aggregate principal amount of its outstanding Notes to adopt the
proposed amendments to the indenture governing the HoldCo Notes
pursuant to the consent solicitations to authorize such amendments
(the "Consent Solicitations"). Holdings entered into a
supplemental indenture effecting the proposed amendments with
respect to the HoldCo Notes, which will become operative upon
payment for the HoldCo Notes.
Holdings and Cooper Standard
intend to call for redemption all remaining outstanding Notes
pursuant to the discharge provisions of the applicable
indenture. By depositing with the trustee sufficient funds to
pay principal, premium and accrued and unpaid interest on each
series of Notes to, but not including, the respective redemption
date, Holdings and Cooper Standard
will be released from their respective obligations under the Notes
and the related indentures. The redemption of the remaining
outstanding OpCo Notes and HoldCo Notes are expected to be
completed on April 21, 2014 and
May 5, 2014, respectively.
The Offers with respect to each series of Notes will expire at
12:00 midnight, New York City
time, at the end of the day on April 18,
2014 (such time and date, as it may be extended with respect
to either series of Notes, the "Expiration Time"), in each case,
unless extended or earlier terminated by Holdings or Cooper Standard, as applicable. Holders who have
not already tendered their Notes may do so at any time at or prior
to the Expiration Time. If their Notes are accepted for purchase at
or prior to the Expiration Time but after the Early Tender
Deadline, such holders will only be eligible to receive the tender
offer consideration equal to (i) in the case of the HoldCo Notes,
$1,019.50 per $1,000 principal amount of HoldCo Notes, or (ii)
in the case of the OpCo Notes, $1,042.85 per $1,000 principal amount of OpCo Notes, in each
case, plus accrued and unpaid interest in cash in respect of their
purchased Notes from the last interest payment date to, but not
including, the applicable payment date.
Holdings and Cooper Standard are
conducting the Offers and Consent Solicitations in accordance with
the terms and conditions described in the applicable Offer to
Purchase and Consent Solicitation Statement and the related Letter
of Transmittal and Consent (collectively, the "Offer Documents")
dated March 21, 2014. Their
obligations to consummate the Offers are subject to the
satisfaction or waiver of certain conditions, which are more fully
described in the Offer Documents.
The tender agent and information agent for the Offers and
Consent Solicitations is D.F. King
& Co., Inc. ("D.F. King").
Holders with questions or who would like additional copies of the
Offer Documents may call D.F. King
toll-free at (800) 290-6426. Questions regarding the terms of the
Offers and Consent Solicitations may be directed to the exclusive
dealer manager for the Offers and solicitation agent for the
Consent Solicitations, Deutsche Bank Securities Inc. at (866)
627-0391 (toll-free) and (212) 250-2955 (collect).
This news release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of the indentures governing the Notes or an offer to buy
or the solicitation of an offer to sell the Notes. The Offers and
the Consent Solicitations are being made only pursuant to the Offer
Documents that Holdings and Cooper
Standard have distributed to holders. Holders and investors
should read carefully the Offer Documents because they contain
important information, including the various terms of and
conditions to the Offers and the Consent Solicitations. None of
Holdings or Cooper Standard, the
dealer manager and the solicitation agent, the tender agent, the
information agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or
any portion of their Notes or deliver their consents.
About Cooper Standard
Cooper Standard, headquartered in
Novi, Mich., is a leading global
supplier of systems and components for the automotive industry.
Products include sealing and trim, fuel and brake delivery, fluid
transfer, thermal and emissions and anti-vibration systems.
Cooper Standard employs more than
25,000 people globally and operates in 19 countries around the
world. For more information, please visit
www.cooperstandard.com.
Forward-Looking Statements
This press release includes forward-looking statements as
contemplated by the 1995 Private Securities Litigation Reform Act,
reflecting management's current analysis and expectations, based on
what are believed to be reasonable assumptions. The words
"estimates," "expects," "anticipates," "projects," "plans,"
"intends," "believes," "forecasts" or future or conditional verbs,
such as "will," "should," "could" or "may" and variations of such
words or similar expressions are intended to identify
forward-looking statements. Forward-looking statements are not
guarantees of future results and may involve known and unknown
risks and uncertainties that may cause actual results to differ
materially from those projected, including, without limitation, the
risks and uncertainties set forth in the Company's most recent
Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q and other Securities and Exchange Commission filings. The
forward-looking statements in this press release are made as of the
date hereof and the Company does not assume any obligation to
update, amend or clarify them to reflect events, new information or
circumstances occurring after the date hereof.
CPS_F
|
|
|
Contact for
Analysts:
|
|
Contact for
Media:
|
|
|
Glenn Dong
|
|
Sharon
Wenzl
|
|
|
Cooper
Standard
|
|
Cooper
Standard
|
|
|
(248)
596-6031
|
|
(248)
596-6211
|
|
|
investorrelations@cooperstandard.com
|
|
sswenzl@cooperstandard.com
|
|
|
SOURCE Cooper-Standard Holdings Inc.