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, on 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Pursuant to the terms of the tender offer, the Company accepted for payment all notes validly tendered (and not validly withdrawn) prior to the Early Tender Time, and holders who tendered such notes received $1,067 per $1,000 in principal amount of notes validly tendered, plus accrued and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Tendered notes may no longer be withdrawn and the related consents may no longer be revoked.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 statements in 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 demand for 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.
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For more information...
Christopher M. Son
Director, Investor Relations, Corporate Communications and Marketing