2012-09-18 21:58:26 -
DETROIT, MICHIGAN - September 18, 2012 - American Axle & Manufacturing Holdings,
Inc. (AAM - NYSE: AXL) announced today the interim results of the previously
announced tender offer and consent solicitation by its subsidiary, American Axle
& Manufacturing, Inc. (the "Company"). As of 5:00 p.m., New York City time,
September 17, 2012 (the "Early Tender Time"), a total of $137.8 million
principal amount of the Company's 5.25% senior notes due 2014 (CUSIP Nos.
02406PAD2 and 02406PAE0) had been tendered and the related consents delivered.
Pursuant to the terms of the tender offer, the Company accepted for payment all
notes validly tendered (and not
validly withdrawn) prior to the Early Tender
Time, and holders who tendered such notes received $1,067 per $1,000 in
principal amount of notes validly tendered, plus accrued and unpaid interest up
to, but not including, the payment date for such notes, which was today.
The tender offer will expire at 11:59 p.m., New York City time, on October
1, 2012, unless extended (such date and time, as the same may be extended, the
"Expiration Time"). Holders who validly tender their notes after the Early
Tender Time and before the Expiration Time will be eligible to receive $1,037
per $1,000 principal amount of notes, plus accrued and unpaid interest up to,
but not including, the final settlement date, which is expected to be the next
business day after the Expiration Time.
Based on the consents received, the Company and the trustee under the indenture
governing the notes have entered into a supplemental indenture that eliminates
most of the covenants and certain default provisions applicable to the notes.
Tendered notes may no longer be withdrawn and the related consents may no longer
be revoked. Any extension, delay, termination or amendment of the tender offer
will be followed as promptly as practicable by a public announcement thereof.
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 in connection with the tender offer and solicitation agents
in connection with the 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
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
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; 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
Director, Investor Relations, Corporate Communications and Marketing
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Source: American Axle & Manufacturing Holdings, Inc via Thomson Reuters ONE