Current Report Filing (8-k)
19 Agosto 2021 - 4:46PM
Edgar (US Regulatory)
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2021-08-19
2021-08-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): August 19, 2021
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-14303
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38-3161171
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(Commission File Number)
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(IRS Employer Identification No.)
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One Dauch Drive, Detroit, Michigan
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48211-1198
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(Address of Principal Executive Offices)
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(Zip Code)
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(313) 758-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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AXL
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
SECTION 8 — Other Events
On August 19, 2021, American Axle & Manufacturing, Inc. (“AAM”),
a Delaware corporation and wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the
“Company” or “Holdings”), completed the closing of the sale of $600 million aggregate principal
amount of 5.00% senior notes due 2029 (the “Notes”). The Notes are guaranteed on a senior unsecured basis by the Company
and certain of AAM and Metaldyne Performance Group, Inc.’s current and future subsidiaries (the “Subsidiary Guarantors”).
The Notes were issued by AAM pursuant to an Indenture, dated as of
November 3, 2011 (the “Original Indenture”), by and among AAM, certain Subsidiary Guarantors and U.S. Bank National
Association, as trustee (the “Trustee”) which governs the terms of the Notes, as supplemented by the First Supplemental
Indenture, dated March 23, 2017, among AAM, Holdings, Alpha SPV I, Inc., certain Subsidiary Guarantors and the Trustee (the “First
Supplemental Indenture”), the Second Supplemental Indenture, dated May 17, 2017, among AAM, Holdings, certain Subsidiary Guarantors
and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated March 23, 2018,
among AAM, Holdings, the Subsidiary Guarantors and the Trustee (the “Third Supplemental Indenture”). The Original Indenture
was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission
on November 3, 2011; the First Supplemental Indenture was included as an exhibit to the Company’s Current Report on Form 8-K
previously filed with the Securities and Exchange Commission on March 23, 2017; the Second Supplemental Indenture was included as an exhibit
to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 17, 2017; and the
Third Supplemental Indenture was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities
and Exchange Commission on March 26, 2018. A copy of the form of Note is attached hereto as Exhibit 4.1 and is incorporated herein
by reference.
A copy of the opinions of Shearman & Sterling LLP, counsel
to the Company and AAM, and of David E. Barnes, Vice President, General Counsel and Secretary of the Company and AAM, relating to the
legality of the Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.
SECTION 9 — Financial Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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By:
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/s/ CHRISTOPHER J. MAY
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Name:
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Christopher J. May
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Title:
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Vice President & Chief Financial Officer
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Dated: August 19, 2021
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