Cooper-Standard Holdings Inc. (OTCBB: COSH), the parent company of Cooper Standard Automotive, a leading global supplier of systems and components for the automotive industry, announced today the commencement of a private offering of $175.0 million aggregate principal amount of senior PIK toggle notes due 2018. The company intends to use the net proceeds from the notes offering to finance its cash tender offer to purchase up to 4,651,162 shares of its common stock and to pay fees and expenses related to the notes offering and the tender offer. Any excess proceeds will be used for general corporate purposes.
The proceeds of the offering will be deposited into a segregated escrow account and the funds will be released to the company following the satisfaction or waiver by the company of the condition that $150.0 million in value of shares be tendered in the tender offer (the “escrow condition”). If the escrow condition is not satisfied or waived within 90 days of the issue date of the notes, the notes will be redeemed at 100% of the issue price, plus accrued and unpaid interest. If the escrow condition is satisfied or waived, the company may, at its option, redeem up to $25.0 million of the notes at 100% of the issue price, plus accrued and unpaid interest.
The offering of the notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”), in the United States only to investors who are “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes. The notes to be offered have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release also does not constitute a solicitation of shares in connection with the tender offer.
