Welcome!

News Feed Item

Cooper-Standard Holdings and Cooper Standard Announce Cash Tender Offers and Related Consent Solicitations

NOVI, Mich., March 21, 2014 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Holdings"), the parent company of Cooper-Standard Automotive Inc. ("Cooper Standard"), a leading global supplier of systems and components for the automotive industry, today announced that it is commencing a cash tender offer for its outstanding Senior PIK Toggle Notes due 2018 (CUSIP No. 21687W AA3) ("HoldCo Notes") and that its subsidiary Cooper Standard is commencing a cash tender offer for its outstanding 8 ½% Senior Notes due 2018 (CUSIP No. 216762 AE4) ("OpCo Notes" and, together with HoldCo Notes, the "Notes"). The terms of these cash tender offers (each, an "Offer" and collectively, the "Offers") are as set forth below.

The Offers are for any and all of the outstanding Notes, upon the terms and subject to the conditions set forth in the applicable Offer to Purchase and Consent Solicitation Statement, each dated March 21, 2014, and in the related Letter of Transmittal and Consent (collectively, as amended or supplemented from time to time, the "Offer Documents"). In connection with an Offer, and on the terms and subject to the conditions set forth in the relevant Offer Documents, Holdings and Cooper Standard are soliciting consents (each, a "Consent Solicitation" and collectively, the "Consent Solicitations") of holders of the applicable Notes to authorize the elimination of most of the restrictive covenants and certain of the events of default contained in the applicable indenture pursuant to which such Notes were issued (the "Proposed Amendments"). In each case, holders may not tender their Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their Notes. Each of Holdings and Cooper Standard is seeking consents to the Proposed Amendments with respect to the applicable Notes as a single proposal in each case.

The early tender deadline for the Offers is 5:00 p.m., New York City time, on April 3, 2014 (such time and date, as it may be extended for either series of Notes, the "Early Tender Deadline"), and the Offers will expire at 12:00 midnight, New York City time, at the end of the day on April 18, 2014 (such time and date, as it may be extended for either series of Notes, the "Expiration Time"), in each case, unless extended or earlier terminated by Holdings or Cooper Standard, as applicable. Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on April 3, 2014 (such time and date, as it may be extended for either series of Notes, the "Withdrawal Deadline") but not thereafter, except as required by law. Each of Holdings and Cooper Standard may extend the Early Tender Deadline with respect to the applicable series of Notes without extending the related Withdrawal Deadline.

The table below summarizes certain payment terms of the Offers and the Consent Solicitations:

CUSIP No.


Outstanding Principal
Amount of Notes



Description of Notes


Total
Consideration*



Early
Tender
Payment*



Tender Offer
Consideration*








21687W AA3


$

200,000,000



Senior PIK Toggle Notes due 2018


$

1,024.50



$

5.00



$

1,019.50


216762 AE4


$

450,000,000



8 ½% Senior Notes due 2018


$

1,047.85



$

5.00



$

1,042.85





















* Per $1,000 principal amount of Notes.


 

Holders validly tendering Notes at or prior to the Early Tender Deadline will be eligible to receive the applicable Total Consideration, listed in the table above, which includes an early tender payment equal to $5.00 per $1,000 aggregate principal amount of such series of Notes (the "Early Tender Payment"). Holders validly tendering Notes after the applicable Early Tender Deadline but at or before the Expiration Time for such series of Notes will be eligible to receive only the Tender Offer Consideration for such series of Notes, namely an amount, with respect to such series of Notes, equal to the Total Consideration less the Early Tender Payment. In addition, holders whose HoldCo Notes are purchased will receive accrued and unpaid interest in cash in respect of their purchased Notes from April 1, 2014 (the last interest payment date prior to such time of purchase) to, but not including, the applicable payment date for the HoldCo Notes, and holders whose OpCo Notes are purchased will receive accrued and unpaid interest in cash in respect of their purchased Notes from November 1, 2013 (the last interest payment date prior to such time of purchase) to, but not including, the applicable payment date for the OpCo Notes, each as described in the Offer Documents.

Consummation of the Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, the consummation of financing transactions on terms satisfactory to Holdings and Cooper Standard and having an aggregate principal amount sufficient to fund the purchase of each series of Notes.

The tender agent and information agent for the Offers and Consent Solicitations is D.F. King & Co., Inc. ("D.F. King"). Holders with questions or who would like additional copies of the Offer Documents may call D.F. King toll-free at (800) 290-6426. Questions regarding the terms of the Offers and Consent Solicitations may be directed to the exclusive dealer manager for the Offers and solicitation agent for the Consent Solicitations, Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) and (212) 250-2955 (collect).

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offers and the Consent Solicitations are being made only pursuant to the Offer Documents that Holdings and Cooper Standard will be distributing to holders promptly. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offers and the Consent Solicitations. None of Holdings or Cooper Standard, the dealer manager and the solicitation agent, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in an Offer or deliver their consents in a Consent Solicitation.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer, thermal and emissions and anti-vibration systems. Cooper Standard employs more than 25,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.

Forward-Looking Statements

This press release includes forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, reflecting management's current analysis and expectations, based on what are believed to be reasonable assumptions. The words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" or future or conditional verbs, such as "will," "should," "could" or "may" and variations of such words or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future results and may involve known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other Securities and Exchange Commission filings. The forward-looking statements in this press release are made as of the date hereof and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

CPS_F



Contact for Analysts:


Contact for Media:

Glenn Dong


Sharon Wenzl

Cooper Standard


Cooper Standard

(248) 596-6031


(248) 596-6211

[email protected]


[email protected]

 

SOURCE Cooper-Standard Holdings Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
IoT is fundamentally transforming the auto industry, turning the vehicle into a hub for connected services, including safety, infotainment and usage-based insurance. Auto manufacturers – and businesses across all verticals – have built an entire ecosystem around the Connected Car, creating new customer touch points and revenue streams. In his session at @ThingsExpo, Macario Namie, Head of IoT Strategy at Cisco Jasper, will share real-world examples of how IoT transforms the car from a static p...
SYS-CON Events announced today that Pulzze Systems will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Pulzze Systems, Inc. provides infrastructure products for the Internet of Things to enable any connected device and system to carry out matched operations without programming. For more information, visit http://www.pulzzesystems.com.
If you’re responsible for an application that depends on the data or functionality of various IoT endpoints – either sensors or devices – your brand reputation depends on the security, reliability, and compliance of its many integrated parts. If your application fails to deliver the expected business results, your customers and partners won't care if that failure stems from the code you developed or from a component that you integrated. What can you do to ensure that the endpoints work as expect...
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management solutions, helping companies worldwide activate their data to drive more value and business insight and to transform moder...
The Transparent Cloud-computing Consortium (abbreviation: T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data processing High speed and high quality networks, and dramatic improvements in computer processing capabilities, have greatly changed the nature of applications and made the storing and processing of data on the network commonplace.
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
SYS-CON Events announced today that Secure Channels will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The bedrock of Secure Channels Technology is a uniquely modified and enhanced process based on superencipherment. Superencipherment is the process of encrypting an already encrypted message one or more times, either using the same or a different algorithm.
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...