DETROIT, Sept. 4, 2012 /PRNewswire/ -- American Axle
& Manufacturing Holdings, Inc. (AAM - NYSE: AXL), announced
today that its subsidiary, American Axle & Manufacturing, Inc.
(the "Company") has commenced a cash Tender Offer (the "Tender
Offer") for any and all of its outstanding 5.25% senior notes due
2014 (CUSIP Nos. 02406PAD2 and 02406PAE0) 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 September 17,
2012, unless extended (the "Early Tender Time"), will be
eligible to receive $1,067.00 for
each $1,000 principal amount of notes
tendered and not validly withdrawn (which includes an "Early Tender
Premium" of $30.00 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 October 1, 2012, unless extended (the "Expiration
Time"), will be eligible to receive $1,037.00 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 before the Early Tender Time
will be eligible to receive payment on the initial settlement date,
which is currently expected to occur on or about September 18, 2012, 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Tendered notes may be withdrawn (thereby revoking the related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
September 17, 2012, 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
consents from holders to eliminate most of the covenants and
certain default provisions applicable to the notes. 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 propose
amendments to the indenture governing the notes.
The Tender Offer is subject to the satisfaction of certain
conditions, including a financing condition. The Consent
Solicitation is subject to the satisfaction of certain conditions,
including the receipt of consents from holders of at least a
majority of the outstanding principal amount of notes and execution
of a supplemental indenture.
The complete terms and conditions of the Tender Offer and
Consent Solicitation are described in the Offer to Purchase and
Consent Solicitation Statement dated September 4, 2012, 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 September 4,
2012.
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. 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 our future financial position and operating
results. The terms such as "will," "may," "could," "would," "plan,"
"believe," "expect," "anticipate," "intend," "project," and similar
words of 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 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
current sovereign debt crisis in the Euro-zone; reduced purchases
of our products by General Motors Company ("GM"), Chrysler Group
LLC ("Chrysler") or other customers; reduced demand for our
customers' products (particularly light trucks and sport utility
vehicles ("SUVs") produced by GM and Chrysler); liabilities arising
from warranty claims, product recall, product liability and legal
proceedings to which we are or may become a party; our ability to
realize the expected revenues from our new business backlog; our
ability or our customers' and suppliers' ability to successfully
launch new product programs on a timely basis; 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; 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; changes in
liabilities arising from pension and other postretirement benefit
obligations; our ability to respond to changes in technology,
increased competition or pricing pressures; price volatility in, or
reduced availability of, fuel; 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 disruption of
production and supply, and currency rate fluctuations);
availability of financing for working capital, capital
expenditures, research & development ("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; our ability to develop and
produce new products that reflect market demand;
lower-than-anticipated market acceptance of new or existing
products; 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); our
ability to consummate and integrate acquisitions and joint
ventures; risks of noncompliance with environmental regulations or
risks of environmental issues that could result in unforeseen costs
at our facilities; our ability to attract and retain key
associates; 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...
Christopher M. Son
|
David
Tworek
|
Director,
Investor Relations, Corporate Communications
|
Manager,
Communications
|
and
Marketing
|
(313)
758-4883
|
(313)
758-4814
|
david.tworek@aam.com
|
chris.son@aam.com
|
|
Or visit the AAM website at www.aam.com.
SOURCE American Axle & Manufacturing Holdings, Inc.