DETROIT, March 12, 2018 /PRNewswire/ -- American Axle
& Manufacturing Holdings, Inc. (AAM) (NYSE: AXL), announced
today that its wholly-owned subsidiary, American Axle &
Manufacturing, Inc. ("AAM" or the "Company") has commenced an offer
to purchase for cash (the "Tender Offer") any and all of its
outstanding 6.25% senior notes due 2021 (CUSIP No. 02406P AM2) and
a solicitation of consents to certain proposed amendments to the
indenture governing the notes (the "Consent Solicitation").
![AAM logo (PRNewsfoto/American Axle & Manufacturing) AAM logo (PRNewsfoto/American Axle & Manufacturing)](https://mma.prnewswire.com/media/526564/AAM_Logo.jpg)
Holders who validly tender their notes prior to 5:00 p.m., New York
City time, on March 23, 2018,
unless extended (the "Early Tender Time"), will be eligible to
receive $1,018.75 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tendered and not validly withdrawn (which includes an "Early Tender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 April 9, 2018, unless extended
(the "Expiration Time"), will be eligible to receive $988.75 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 26, 2018, 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Tendered notes may be withdrawn (thereby revoking the related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
March 23, 2018, 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 as well as shorten the
notice required to be given to holders from 30 days to 2 business
days in the case of a redemption of 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 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 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.