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Cooper-StandardHoldings Inc. (NYSE: CPS) (“CPS”) today announced the completionby CPS’s wholly owned subsidiary, Cooper-Standard Automotive Inc.(the “Issuer”), of its previously announced refinancingtransactions (the “Refinancing Transactions”), including:
- the issuance (the “Concurrent Notes Offering”) of$580.0 million aggregate principal amount of the Issuer’s new 13.50%Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the“New First Lien Notes”) (including approximately $61.7 million ofNew First Lien Notes issued pursuant to the commitments by thebackstop commitment parties);
- the exchange (the “ExchangeOffer”) of approximately $357.4 million of the Issuer’s existing5.625% Senior Notes due 2026 (the “2026 Senior Notes”),representing 89.36% of the aggregate outstanding principal amount ofthe 2026 Senior Notes, for the same principal amount of the Issuer’snew 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third LienNotes due 2027 (the “New Third Lien Notes,” and together with theNew First Lien Notes, the “New Notes”);
- the effectivenessof a supplemental indenture to the indenture governing the 2026 SeniorNotes, which removes substantially all of the covenants, certainevents of default and certain other provisions contained in the 2026Senior Notes and the indenture governing the 2026 Senior Notes andreleases and discharges the guarantee of the 2026 Senior Notes by CPS;
- the effectiveness of the previously announced amendment ofthe Issuer’s Third Amended and Restated Loan Agreement;
- the repayment of all of approximately $319.6 millionoutstanding under the Issuer’s existing senior term loan facility;and
- the redemption of all $250.0 million of the Issuer’sexisting 13.000% Senior Secured Notes due 2024.
Goldman Sachs & Co.LLC acted as dealer manager in connection with the Exchange Offer andas financial advisor to CPS and the Issuer in connection with theRefinancing Transactions. Simpson Thacher & Bartlett LLP acted aslegal counsel to CPS and the Issuer in connection with the RefinancingTransactions. Houlihan Lokey Capital, Inc. acted as financial advisorand Willkie Farr & Gallagher LLP acted as legal advisor to thebackstop commitment parties.
This communication is for informational purposesonly and does not constitute an offer to sell, or a solicitation of anoffer to buy, any security and does not constitute an offer,solicitation or sale of any security in any jurisdiction in which suchoffer, solicitation or sale would be unlawful.
The Concurrent NotesOffering and the Exchange Offer were made, and the New Notes wereoffered and issued, pursuant to an exemption from the registrationrequirements of the Securities Act of 1933, as amended (the“Securities Act”), only (a) in the United States to holders of2026 Senior Notes who are “qualified institutional buyers” (asdefined in Rule 144A under the Securities Act) and (b) outside theUnited States to holders of 2026 Senior Notes who are persons otherthan U.S. persons.
Forward Looking Statements
This press release includes “forward-lookingstatements” within the meaning of U.S. federal securities laws, andwe intend that such forward-looking statements be subject to the safeharbor created thereby. Our use of words “estimate,” “expect,”“anticipate,” “project,” “plan,” “intend,”“believe,” “outlook,” “guidance,” “forecast,” orfuture or conditional verbs, such as “will,” “should,”“could,” “would,” or “may,” and variations of such wordsor similar expressions are intended to identify forward-lookingstatements. All forward-looking statements are based upon our currentexpectations and various assumptions. Our expectations, beliefs, andprojections are expressed in good faith and we believe there is areasonable basis for them. However, we cannot assure you that theseexpectations, beliefs and projections will be achieved.Forward-looking statements are not guarantees of future performanceand are subject to significant risks and uncertainties that may causeactual results or achievements to be materially different from thefuture results or achievements expressed or implied by theforward-looking statements. Among other items, such factors mayinclude: Impacts, including commodity cost increases and disruptions,related to the war in Ukraine and the ongoing COVID-19 pandemic; ourability to offset the adverse impact of higher commodity and othercosts through negotiations with our customers; the impact, andexpected continued impact, of the COVID-19 outbreak on our financialcondition and results of operations; significant risks to ourliquidity presented by the COVID-19 pandemic risk; prolonged ormaterial contractions in automotive sales and production volumes; ourinability to realize sales represented by awarded business; escalatingpricing pressures; loss of large customers or significant platforms;our ability to successfully compete in the automotive parts industry;availability and increasing volatility in costs of manufacturedcomponents and raw materials; disruption in our supply base;competitive threats and commercial risks associated with ourdiversification strategy through our Advanced Technology Group;possible variability of our working capital requirements; risksassociated with our international operations, including changes inlaws, regulations, and policies governing the terms of foreign tradesuch as increased trade restrictions and tariffs; foreign currencyexchange rate fluctuations; our ability to control the operations ofour joint ventures for our sole benefit; our substantial amount ofindebtedness and variable rates of interest; our ability to refinanceour indebtedness and obtain adequate financing sources in the future;operating and financial restrictions imposed on us under our debtinstruments; the underfunding of our pension plans; significantchanges in discount rates and the actual return on pension assets;effectiveness of continuous improvement programs and other costsavings plans; manufacturing facility closings or consolidation; ourability to execute new program launches; our ability to meetcustomers’ needs for new and improved products; the possibility thatour acquisitions and divestitures may not be successful; productliability, warranty and recall claims brought against us; laws andregulations, including environmental, health and safety laws andregulations; legal and regulatory proceedings, claims orinvestigations against us; work stoppages or other labor disruptions;the ability of our intellectual property to withstand legalchallenges; cyber-attacks, data privacy concerns, other disruptionsin, or the inability to implement upgrades to, our informationtechnology systems; the possible volatility of our annual effectivetax rate; the possibility of a failure to maintain effective controlsand procedures; the possibility of future impairment charges to ourgoodwill and long-lived assets; our ability to identify, attract,develop and retain a skilled, engaged and diverse workforce; ourability to procure insurance at reasonable rates; and our dependenceon our subsidiaries for cash to satisfy our obligations; and otherrisks and uncertainties, including those detailed from time to time inperiodic reports filed by CPS with the Securities and ExchangeCommission.
Youshould not place undue reliance on these forward-looking statements.Our forward-looking statements speak only as of the date of this pressrelease and we undertake no obligation to publicly update or otherwiserevise any forward-looking statement, whether as a result of newinformation, future events or otherwise, except where we are expresslyrequired to do so by law.
ContactDetails
Contact for Analysts:
RogerHendriksen
+1 248-596-6465
roger.hendriksen@cooperstandard.com
Contactfor Media:
Chris Andrews
+1 248-596-6217
CompanyWebsite
https://www.cooperstandard.com/
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