Cooper Standard Holdings Inc. has announced a proposed private offering of $1.1 billion in aggregate principal amount of senior secured first lien notes due 2031 through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. The company plans to use the net proceeds from the offering, along with cash on hand, to redeem all of its existing and outstanding 13.50% cash pay / pik toggle senior secured first lien notes due 2027, 5.625% cash pay / 10.625% pik toggle senior secured third lien notes due 2027, and 5.625% senior notes due 2026. Additionally, the proceeds will be used to pay fees and expenses related to the notes offering and the redemptions.
The notes will be the senior secured obligations of, and will be guaranteed on a senior secured basis by, CS Intermediate Holdco 1 LLC and certain of the issuer’s domestic subsidiaries that guarantee certain other indebtedness. The notes will also be guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V., which also guarantees the issuer’s senior asset-based revolving credit facility.
The notes are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, only to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
Cooper Standard, headquartered in Northville, Mich., with locations in 20 countries, is a leading global supplier of sealing and fluid handling systems and components. The company employs approximately 22,000 team members (including contingent workers) and operates in diverse transportation and industrial markets.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The notes and the related note guarantees have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States to, or for the benefit of, U.S. persons except pursuant to an applicable exemption from the registration requirements of the securities act and applicable state securities laws.
The above press release is not a notice of redemption nor the solicitation of an offer to buy any security, including the 13.50% cash pay / pik toggle senior secured first lien notes due 2027, 5.625% cash pay / 10.625% pik toggle senior secured third lien notes due 2027, and 5.625% senior notes due 2026 and in each case, the related note guarantees. There shall be no offer, solicitation, or sale of any security in any jurisdiction in which such offering, solicitation, or sale would be unlawful. Following these announcements, the company's shares moved -4.76%, and are now trading at a price of $31.38. If you want to know more, read the company's complete 8-K report here.
