|By PR Newswire||
|April 3, 2014 07:11 PM EDT||
NOVI, Mich., April 3, 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, announced today that the early tender deadline expired at 5:00 p.m., New York City time, on April 3, 2014 (the "Early Tender Deadline") for the previously announced cash tender offers (the "Offers") for its outstanding Senior PIK Toggle Notes due 2018 (CUSIP No. 21687W AA3) ("HoldCo Notes") and for Cooper Standard's outstanding 8 ½% Senior Notes due 2018 (CUSIP No. 216762 AE4) ("OpCo Notes" and, together with HoldCo Notes, the "Notes").
In addition, Holdings and Cooper Standard each exercised the early purchase option and accepted for purchase all of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Holders who validly tendered their Notes and delivered their consents at or prior to the Early Tender Deadline and who did not validly withdraw their Notes prior to the withdrawal deadline will receive the total consideration equal to, (i) with respect to the HoldCo Notes, $1,024.50 per $1,000 principal amount of HoldCo Notes, and (ii) with respect to the OpCo Notes, $1,047.85 per $1,000 principal amount of OpCo Notes, which includes, in each case, an early tender payment of $5.00 per $1,000 principal amount of Notes. Such holders also will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, April 4, 2014.
As of the Early Tender Deadline, $198,000,000 principal amount of the HoldCo Notes had been tendered and not validly withdrawn, representing approximately 99.00% of the aggregate outstanding principal amount of the HoldCo Notes, and $220,328,000 principal amount of the OpCo Notes had been tendered and not validly withdrawn, representing approximately 48.96% of the aggregate outstanding principal amount of the OpCo Notes.
Holdings received consents from holders representing a majority in aggregate principal amount of its outstanding Notes to adopt the proposed amendments to the indenture governing the HoldCo Notes pursuant to the consent solicitations to authorize such amendments (the "Consent Solicitations"). Holdings entered into a supplemental indenture effecting the proposed amendments with respect to the HoldCo Notes, which will become operative upon payment for the HoldCo Notes.
Holdings and Cooper Standard intend to call for redemption all remaining outstanding Notes pursuant to the discharge provisions of the applicable indenture. By depositing with the trustee sufficient funds to pay principal, premium and accrued and unpaid interest on each series of Notes to, but not including, the respective redemption date, Holdings and Cooper Standard will be released from their respective obligations under the Notes and the related indentures. The redemption of the remaining outstanding OpCo Notes and HoldCo Notes are expected to be completed on April 21, 2014 and May 5, 2014, respectively.
The Offers with respect to each series of Notes 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 with respect to either series of Notes, the "Expiration Time"), in each case, unless extended or earlier terminated by Holdings or Cooper Standard, as applicable. Holders who have not already tendered their Notes may do so at any time at or prior to the Expiration Time. If their Notes are accepted for purchase at or prior to the Expiration Time but after the Early Tender Deadline, such holders will only be eligible to receive the tender offer consideration equal to (i) in the case of the HoldCo Notes, $1,019.50 per $1,000 principal amount of HoldCo Notes, or (ii) in the case of the OpCo Notes, $1,042.85 per $1,000 principal amount of OpCo Notes, in each case, plus accrued and unpaid interest in cash in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date.
Holdings and Cooper Standard are conducting the Offers and Consent Solicitations in accordance with the terms and conditions described in the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent (collectively, the "Offer Documents") dated March 21, 2014. Their obligations to consummate the Offers are subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents.
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 a notice of redemption under the optional redemption provisions of the indentures governing the Notes or 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 have distributed to holders. 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 or deliver their consents.
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.
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.
Contact for Analysts:
Contact for Media:
SOURCE Cooper-Standard Holdings Inc.
As more and more data is generated from a variety of connected devices, the need to get insights from this data and predict future behavior and trends is increasingly essential for businesses. Real-time stream processing is needed in a variety of different industries such as Manufacturing, Oil and Gas, Automobile, Finance, Online Retail, Smart Grids, and Healthcare. Azure Stream Analytics is a fully managed distributed stream computation service that provides low latency, scalable processing of ...
Aug. 28, 2015 07:45 AM EDT
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Aug. 28, 2015 07:45 AM EDT Reads: 384
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes ab...
Aug. 28, 2015 07:30 AM EDT Reads: 533
In today's digital world, change is the one constant. Disruptive innovations like cloud, mobility, social media, and the Internet of Things have reshaped the market and set new standards in customer expectations. To remain competitive, businesses must tap the potential of emerging technologies and markets through the rapid release of new products and services. However, the rigid and siloed structures of traditional IT platforms and processes are slowing them down – resulting in lengthy delivery ...
Aug. 28, 2015 06:45 AM EDT Reads: 519
Skeuomorphism usually means retaining existing design cues in something new that doesn’t actually need them. However, the concept of skeuomorphism can be thought of as relating more broadly to applying existing patterns to new technologies that, in fact, cry out for new approaches. In his session at DevOps Summit, Gordon Haff, Senior Cloud Strategy Marketing and Evangelism Manager at Red Hat, discussed why containers should be paired with new architectural practices such as microservices rathe...
Aug. 28, 2015 06:00 AM EDT Reads: 352
U.S. companies are desperately trying to recruit and hire skilled software engineers and developers, but there is simply not enough quality talent to go around. Tiempo Development is a nearshore software development company. Our headquarters are in AZ, but we are a pioneer and leader in outsourcing to Mexico, based on our three software development centers there. We have a proven process and we are experts at providing our customers with powerful solutions. We transform ideas into reality.
Aug. 28, 2015 04:45 AM EDT Reads: 423
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
Aug. 28, 2015 04:30 AM EDT Reads: 327
Any Ops team trying to support a company in today’s cloud-connected world knows that a new way of thinking is required – one just as dramatic than the shift from Ops to DevOps. The diversity of modern operations requires teams to focus their impact on breadth vs. depth. In his session at DevOps Summit, Adam Serediuk, Director of Operations at xMatters, Inc., will discuss the strategic requirements of evolving from Ops to DevOps, and why modern Operations has begun leveraging the “NoOps” approa...
Aug. 28, 2015 03:15 AM EDT Reads: 311
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
Aug. 28, 2015 03:00 AM EDT Reads: 336
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of I...
Aug. 28, 2015 12:30 AM EDT Reads: 332
Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is designed for their business. In 2015, organizations such as United Airlines, Sony...
Aug. 28, 2015 12:00 AM EDT Reads: 377
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and a...
Aug. 27, 2015 06:15 PM EDT Reads: 385
It’s been proven time and time again that in tech, diversity drives greater innovation, better team productivity and greater profits and market share. So what can we do in our DevOps teams to embrace diversity and help transform the culture of development and operations into a true “DevOps” team? In her session at DevOps Summit, Stefana Muller, Director, Product Management – Continuous Delivery at CA Technologies, answered that question citing examples, showing how to create opportunities for ...
Aug. 27, 2015 05:45 PM EDT Reads: 437
Everyone talks about continuous integration and continuous delivery but those are just two ends of the pipeline. In the middle of DevOps is continuous testing (CT), and many organizations are struggling to implement continuous testing effectively. After all, without continuous testing there is no delivery. And Lab-As-A-Service (LaaS) enhances the CT with dynamic on-demand self-serve test topologies. CT together with LAAS make a powerful combination that perfectly serves complex software developm...
Aug. 27, 2015 04:15 PM EDT
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
Aug. 27, 2015 02:15 PM EDT