Attached files
file | filename |
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8-K - AMERICAN AXLE & MANUFACTURING HOLDINGS INC | y48633e8vk.htm |
EX-99.5 - AMERICAN AXLE & MANUFACTURING HOLDINGS INC | y48633exv99w5.htm |
EX-99.1 - AMERICAN AXLE & MANUFACTURING HOLDINGS INC | y48633exv99w1.htm |
EX-99.3 - AMERICAN AXLE & MANUFACTURING HOLDINGS INC | y48633exv99w3.htm |
EX-99.4 - AMERICAN AXLE & MANUFACTURING HOLDINGS INC | y48633exv99w4.htm |
Exhibit 99.2
For Immediate Release
American Axle & Manufacturing Announces Proposed
Private Placement of Senior Secured Notes
Private Placement of Senior Secured Notes
Detroit, Michigan, December 7, 2009 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 AAMs 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 AAMs, Holdings and the guarantors assets on a first-priority basis equally
and ratably with AAMs, 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 Companys 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 managements 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. governments 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
|
david.tworek@aam.com | |
chris.son@aam.com |