Item 1.01 Entry Into a Material Definitive Agreement
Amendments to 2026 Senior Notes Indenture
Following receipt of the requisite consents in the Consent Solicitation (as
defined herein), Cooper-Standard Automotive Inc. ("CSA"), a wholly-owned
subsidiary of Cooper-Standard Holdings Inc. (the "Company"), the guarantors
named therein and U.S. Bank Trust Company, National Association (successor in
interest to U.S. Bank National Association), as trustee, entered into a first
supplemental indenture (the "Supplemental Indenture") to the indenture governing
CSA's existing 5.625% Senior Notes due 2026 (the "2026 Senior Notes") to
eliminate substantially all of the covenants, certain events of default and
certain other provisions contained in the 2026 Senior Notes and the indenture
governing the 2026 Senior Notes and to release and discharge the guarantee of
the 2026 Senior Notes by the Company (collectively, the "Amendments"). The
Amendments in the Supplemental Indenture will become operative on the Settlement
Date (as defined herein).
The foregoing description of the Supplemental Indenture is not complete and is
qualified in its entirety by reference to the full text of the Supplemental
Indenture, a copy of which is filed as Exhibit 4.1 and is incorporated herein by
reference.
Item 8.01 Other Events.
On January 23, 2023, the Company issued a press release announcing the
expiration and final results of its previously announced Concurrent Notes
Offering, Exchange Offer and Consent Solicitation (each as defined below)
undertaken in connection with certain refinancing transactions (collectively,
the "Refinancing Transactions") by CSA. The Concurrent Notes Offering, the
Exchange Offer and the Consent Solicitation each expired at one minute past
11:59 PM New York City time on January 18, 2023 (the "Expiration Time"). The
Refinancing Transactions include, among other things, the following: (i) an
offering (the "Concurrent Notes Offering") of $580 million in aggregate
principal amount of 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes
due 2027 (the "New First Lien Notes"), newly issued by CSA and guaranteed by CS
Intermediate HoldCo 1 LLC ("Holdings") and certain of CSA's subsidiaries, to
holders of CSA's 2026 Senior Notes or their designees, who participated in the
Exchange Offer (as defined herein), for cash, (ii) an exchange offer (the
"Exchange Offer") for any and all of $400.0 million in aggregate principal
amount of 2026 Senior Notes to holders of 2026 Senior Notes who participated in
the Concurrent Notes Offering in exchange for CSA's newly issued 5.625% Cash Pay
/ 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the "New Third
Lien Notes" and together with the New First Lien Notes, the "New Notes") on a
par-for-par basis, and (iii) a related consent solicitation (the "Consent
Solicitation") for the Amendments. As of the Expiration Time, $518,296,700 of
New First Lien Notes were validly subscribed for in the Concurrent Notes
Offering, with an additional $61,703,300 of New First Lien Notes to be issued
pursuant to the commitments by the backstop commitment parties, and $357,446,000
of the 2026 Senior Notes (representing approximately 89.36% of the outstanding
2026 Senior Notes) were validly tendered and accepted for exchange by CSA in the
Exchange Offer. The Concurrent Notes Offering and the Exchange Offer are
expected to settle on or about January 27, 2023 (the "Settlement Date").
A copy of the Company's press release is being furnished as Exhibit 99.1 and is
incorporated herein by reference.
Cautionary Note Regarding Refinancing Transactions
The closing of the Refinancing Transactions is conditioned on the satisfaction
or waiver of certain conditions precedent. The Refinancing Transactions may not
be completed as contemplated or at all. If the Company is unable to complete the
Refinancing Transactions or any other alternative transactions, on favorable
terms or at all, due to market conditions or otherwise, its financial condition
could be materially adversely affected.
This report shall not constitute an offer to sell or a solicitation of an offer
to buy, nor shall there be any sale of any of these securities, in any
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The New Notes offered in the Concurrent Notes Offering and the
Exchange Offer have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States or to U.S. persons
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits attached hereto,
includes "forward-looking statements" within the meaning of U.S. federal
securities laws, and we intend that such forward-looking statements be subject
to the safe harbor created thereby. When used in this report, including the
exhibits attached hereto, the words "estimate," "expect," "anticipate,"
"project," "plan," "intend," "believe," "outlook," "guidance," "forecast," or
future or conditional verbs, such as "will," "should," "could,"
--------------------------------------------------------------------------------
"would," or "may," and variations of such words or similar expressions are
intended to identify forward-looking statements. All forward-looking statements
are based upon the Company's expectations and various assumptions. The Company's
expectations, beliefs, and projections are expressed in good faith and the
Company believes there is a reasonable basis for them. However, no assurances
can be made that these expectations, beliefs and projections will be achieved.
Forward-looking statements are not guarantees of future performance and are
subject to significant risks and uncertainties that may cause actual results or
achievements to be materially different from the future results or achievements
expressed or implied by the forward-looking statements. These risks and
uncertainties and other important factors include, but are not limited to, those
described under the heading "Risk Factors" in the Company's most recent annual
report on Form 10-K under Item 1A of Part 1 and in the Company's most recent
quarterly report on Form 10-Q under Item 1A of Part II and other risk factors
identified from time to time in the Company's filings with the U.S. Securities
and Exchange Commission. Readers should carefully review these risk factors, and
should not place undue reliance on the Company's forward-looking statements.
There may be other factors that may cause the Company's actual results to differ
materially from the forward-looking statements. All forward-looking statements
apply only as of the date of this report, and the date of the exhibit attached
hereto, and are expressly qualified in their entirety by the cautionary
statements included in this report. The Company undertakes no obligation to
publicly update or otherwise revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except where we are
expressly required to do so by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 4.1 First Supplemental Indenture, dated as of January 20, 2023, by and
among Cooper-Standard Automotive Inc., the guarantors party thereto and U.S.
Bank Trust Company, National Association, as trustee, relating to the 5.625%
Senior Notes due 2026 .
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
Exhibit 99.1 Press Release, dated January 23 , 2023 .
Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses