American Axle & Manufacturing Announces Proposed Private Placement of Senior Secured Notes
December 07 2009 - 6:01AM
PR Newswire (US)
DETROIT, Dec. 7 /PRNewswire-FirstCall/ -- American Axle &
Manufacturing Holdings, Inc. ("Holdings"), which is traded as AXL
on the NYSE, announced today that its wholly owned subsidiary,
American Axle & Manufacturing, Inc. ("AAM"), is planning an
offering of senior secured notes in an offering exempt from the
registration requirements of the Securities Act of 1933. The notes
will bear interest at a rate to be determined at pricing and will
be unconditionally guaranteed on a senior secured basis by Holdings
and certain of AAM's present and future wholly owned domestic
subsidiaries. The notes and the guarantees will be secured, subject
to certain permitted liens and other exceptions and to certain
limitations with respect to enforcement by substantially all of
AAM's, Holdings' and the guarantors' assets on a first-priority
basis equally and ratably with AAM's, Holdings' and the guarantors'
obligations under the existing revolving credit agreement and
certain other first lien obligations. AAM intends to use the net
proceeds to repay all amounts outstanding under the Amended and
Restated Credit Agreement dated as of June 14, 2007, as amended and
restated as of September 16, 2009 (the "Term Loan Agreement"),
among AAM, Holdings, the lenders party thereto and JPMorgan Chase
Bank, N.A., as collateral agent, and to repay certain outstanding
loans under the Revolving Credit Agreement dated as of January 9,
2004, as amended and restated as of September 16, 2009 among AAM,
Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A.,
as administrative agent (the "Revolving Credit Agreement"). In
connection with the repayment of loans under the Revolving Credit
Agreement AAM will also reduce certain commitments under such
agreement. The senior notes to be offered have not been registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
such notes. AAM is a world leader in the manufacture, engineering,
design and validation of driveline and drivetrain systems and
related components and modules, chassis systems and metal-formed
products for trucks, sport utility vehicles, passenger cars and
crossover utility vehicles. In addition to locations in the United
States (Michigan, New York, Ohio and Indiana), AAM also has offices
or facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.
Cautionary Statement Concerning Forward-Looking Statements Certain
statements contained in this press release are "forward-looking
statements" and relate to the Company's plans, projections,
strategies or future performance. Such statements, made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, are based on our current expectations, are
inherently uncertain, are subject to risks and should be viewed
with caution. Forward-looking statements should not be read as a
guarantee of future performance or results, and will not
necessarily be accurate indications of the times at, or by, which
such performance or results will be achieved. Forward-looking
statements are based on information available at the time those
statements are made and/or management's good faith belief as of
that time with respect to future events and are subject to risks
and may differ materially from those expressed in or suggested by
the forward-looking statements. Important factors that could cause
such differences include, but are not limited to: global economic
conditions; our ability to comply with the definitive terms and
conditions of various commercial and financing arrangements with
General Motors LLC ("GM"); reduced purchases of our products by GM,
Chrysler LLC ("Chrysler") or other customers; reduced demand for
our customers' products (particularly light trucks and sport
utility vehicles ("SUVs") produced by GM and Chrysler);
availability of financing for working capital, capital
expenditures, R&D or other general corporate purposes,
including our ability to comply with financial covenants; our
customers' and suppliers' availability of financing for working
capital, capital expenditures, R&D or other general corporate
purposes; the impact on us and our customers of requirements
imposed on, or actions taken by, our customers in response to the
U.S. government's ownership interest, the Troubled Asset Relief
Program or similar programs; our ability to continue to achieve
cost reductions through ongoing restructuring actions; additional
restructuring actions that may occur; our ability to achieve the
level of cost reductions required to sustain global cost
competitiveness; our ability to maintain satisfactory labor
relations and avoid future work stoppages; our suppliers', our
customers' and their suppliers' ability to maintain satisfactory
labor relations and avoid work stoppages; our ability to continue
to implement improvements in our U.S. labor cost structure; supply
shortages or price increases in raw materials, utilities or other
operating supplies; currency rate fluctuations; our ability and our
customers' and suppliers' ability to successfully launch new
product programs on a timely basis; our ability to realize the
expected revenues from our new and incremental business backlog;
our ability to attract new customers and programs for new products;
our ability to develop and produce new products that reflect market
demand; lower-than-anticipated market acceptance of new or existing
products; our ability to respond to changes in technology,
increased competition or pricing pressures; price volatility in, or
reduced availability of, fuel; adverse changes in laws, government
regulations or market conditions affecting our products or our
customers' products (such as the Corporate Average Fuel Economy
regulations); adverse changes in the political stability of our
principal markets (particularly North America, Europe, South
America and Asia); liabilities arising from warranty claims,
product liability and legal proceedings to which we are or may
become a party; changes in liabilities arising from pension and
other postretirement benefit obligations; risks of noncompliance
with environmental regulations or risks of environmental issues
that could result in unforeseen costs at our facilities; our
ability to attract and retain key associates; and other
unanticipated events and conditions that may hinder our ability to
compete. For additional discussion, see "Item 1A. Risk Factors" in
our most recent annual report on Form 10-K and quarterly reports on
Form 10-Q. It is not possible to foresee or identify all such
factors and we assume no obligation to update any forward-looking
statements or to disclose any subsequent facts, events or
circumstances that may affect their accuracy. For more
information... Christopher M. Son David Tworek Director, Investor
Relations and Manager, Communications Corporate Communications
(313) 758-4883 (313) 758-4814 DATASOURCE: American Axle &
Manufacturing Holdings, Inc. CONTACT: Christopher M. Son, Director,
Investor Relations and Corporate Communications, +1-313-758-4814, ,
or David Tworek, Manager, Communications, +1-313-758-4883,
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