American Axle & Manufacturing Holdings, Inc. (NYSE: AXL), announced today that its wholly-owned subsidiary, American Axle & Manufacturing, Inc. (“AAM” or the “Company”) has commenced a cash Tender Offer (the “Tender Offer”) for any and all of its outstanding 7.875% senior notes due 2017 (CUSIP No. 02406PAF7) and a solicitation of consents to certain proposed amendments to the indenture governing the notes (the “Consent Solicitation”).
Holders who validly tender their notes prior to 5:00 p.m., New York City time, on February 28, 2013, unless extended (the “Early Tender Time”), will be eligible to receive $1,030 for each $1,000 principal amount of notes tendered and not validly withdrawn (which includes an “Early Tender Premium” of $25 per $1,000 principal amount of notes). Holders who validly tender their notes after the Early Tender Time and prior to 11:59 p.m., New York City time, on March 14, 2013, unless extended (the “Expiration Time”), will be eligible to receive $1,005 for each $1,000 principal amount of notes tendered and will not receive the Early Tender Premium.
Holders will also receive a cash payment equal to the accrued and unpaid interest from the most recent interest payment date on the notes up to, but not including, the applicable settlement date. Holders who validly tender their notes by the Early Tender Time will be eligible to receive payment on the initial settlement date, which is currently expected to occur on or about March 1, 2013, following the Early Tender Time and satisfaction or waiver of the Tender Offer conditions. Holders tendering after the Early Tender Time and prior to the Expiration Time will be eligible to receive payment on the final settlement date following the Expiration Time.
Tendered notes may be withdrawn (thereby revoking the related consent) before 5:00 p.m., New York City time, on February 28, 2013, unless extended by the Company and except in certain limited circumstances. Any extension, delay, termination or amendment of the Tender Offer will be followed as promptly as practicable by a public announcement thereof.
Concurrently with the Tender Offer, the Company is soliciting from holders consents to the proposed amendments to the indenture governing the Notes to eliminate most of the covenants and certain default provisions applicable to the notes. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding principal amount of the Notes.
The Tender Offer is subject to the satisfaction of certain conditions, including a financing condition. There is no minimum amount of notes that must be tendered in the Tender Offer and the Tender Offer is not conditioned upon the successful completion of the Consent Solicitation. Holders who validly tender their Notes pursuant to the Tender Offer will be deemed to have delivered their consents by virtue of such tender. Holders may not tender their notes without delivering consents or deliver consents without tendering their notes effecting the proposed amendments to the indenture governing the notes.
The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated February 14, 2013, 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 and solicitation agents in connection with the Tender Offer and 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 February 14, 2013.
American Axle & Manufacturing Holdings, Inc. (NYSE: AXL), announced today that its wholly-owned subsidiary, American Axle & Manufacturing, Inc. (“AAM” or the “Company”) has commenced a cash Tender Offer (the “Tender Offer”) for any and all of its outstanding 7.875% senior notes due 2017 (CUSIP No. 02406PAF7) and a solicitation of consents to certain proposed … Continued
