SYS-CON MEDIA Authors: Elizabeth White, Jason Bloomberg, Liz McMillan, Pat Romanski, Javier Paniza

News Feed Item

Cooper-Standard Holdings and Cooper Standard Announce Expiration of Early Tender Deadline, Exercise of Early Purchase Option and Discharge of Remaining Outstanding Senior PIK Toggle Notes due 2018 and 8½% Senior Notes due 2018

NOVI, Mich., April 3, 2014 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Holdings"), the parent company of Cooper-Standard Automotive Inc. ("Cooper Standard"), a leading global supplier of systems and components for the automotive industry, announced today that the early tender deadline expired at 5:00 p.m., New York City time, on April 3, 2014 (the "Early Tender Deadline") for the previously announced cash tender offers (the "Offers") for its outstanding Senior PIK Toggle Notes due 2018 (CUSIP No. 21687W AA3) ("HoldCo Notes") and for Cooper Standard's outstanding 8 ½% Senior Notes due 2018 (CUSIP No. 216762 AE4) ("OpCo Notes" and, together with HoldCo Notes, the "Notes").

In addition, Holdings and Cooper Standard each exercised the early purchase option and accepted for purchase all of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.  Holders who validly tendered their Notes and delivered their consents at or prior to the Early Tender Deadline and who did not validly withdraw their Notes prior to the withdrawal deadline will receive the total consideration equal to, (i) with respect to the HoldCo Notes, $1,024.50 per $1,000 principal amount of HoldCo Notes, and (ii) with respect to the OpCo Notes, $1,047.85 per $1,000 principal amount of OpCo Notes, which includes, in each case, an early tender payment of $5.00 per $1,000 principal amount of Notes. Such holders also will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, April 4, 2014.

As of the Early Tender Deadline, $198,000,000 principal amount of the HoldCo Notes had been tendered and not validly withdrawn, representing approximately 99.00% of the aggregate outstanding principal amount of the HoldCo Notes, and $220,328,000 principal amount of the OpCo Notes had been tendered and not validly withdrawn, representing approximately 48.96% of the aggregate outstanding principal amount of the OpCo Notes.

Holdings received consents from holders representing a majority in aggregate principal amount of its outstanding Notes to adopt the proposed amendments to the indenture governing the HoldCo Notes pursuant to the consent solicitations to authorize such amendments (the "Consent Solicitations").  Holdings entered into a supplemental indenture effecting the proposed amendments with respect to the HoldCo Notes, which will become operative upon payment for the HoldCo Notes.

Holdings and Cooper Standard intend to call for redemption all remaining outstanding Notes pursuant to the discharge provisions of the applicable indenture.  By depositing with the trustee sufficient funds to pay principal, premium and accrued and unpaid interest on each series of Notes to, but not including, the respective redemption date, Holdings and Cooper Standard will be released from their respective obligations under the Notes and the related indentures.  The redemption of the remaining outstanding OpCo Notes and HoldCo Notes are expected to be completed on April 21, 2014 and May 5, 2014, respectively.

The Offers with respect to each series of Notes will expire at 12:00 midnight, New York City time, at the end of the day on April 18, 2014 (such time and date, as it may be extended with respect to either series of Notes, the "Expiration Time"), in each case, unless extended or earlier terminated by Holdings or Cooper Standard, as applicable. Holders who have not already tendered their Notes may do so at any time at or prior to the Expiration Time. If their Notes are accepted for purchase at or prior to the Expiration Time but after the Early Tender Deadline, such holders will only be eligible to receive the tender offer consideration equal to (i) in the case of the HoldCo Notes, $1,019.50 per $1,000 principal amount of HoldCo Notes, or (ii) in the case of the OpCo Notes, $1,042.85 per $1,000 principal amount of OpCo Notes, in each case, plus accrued and unpaid interest in cash in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date. 

Holdings and Cooper Standard are conducting the Offers and Consent Solicitations in accordance with the terms and conditions described in the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent (collectively, the "Offer Documents") dated March 21, 2014. Their obligations to consummate the Offers are subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents.

The tender agent and information agent for the Offers and Consent Solicitations is D.F. King & Co., Inc. ("D.F. King"). Holders with questions or who would like additional copies of the Offer Documents may call D.F. King toll-free at (800) 290-6426. Questions regarding the terms of the Offers and Consent Solicitations may be directed to the exclusive dealer manager for the Offers and solicitation agent for the Consent Solicitations, Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) and (212) 250-2955 (collect).

This news release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the indentures governing the Notes or an offer to buy or the solicitation of an offer to sell the Notes. The Offers and the Consent Solicitations are being made only pursuant to the Offer Documents that Holdings and Cooper Standard have distributed to holders. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offers and the Consent Solicitations. None of Holdings or Cooper Standard, the dealer manager and the solicitation agent, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes or deliver their consents.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer, thermal and emissions and anti-vibration systems. Cooper Standard employs more than 25,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.

Forward-Looking Statements

This press release includes forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, reflecting management's current analysis and expectations, based on what are believed to be reasonable assumptions. The words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" or future or conditional verbs, such as "will," "should," "could" or "may" and variations of such words or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future results and may involve known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other Securities and Exchange Commission filings. The forward-looking statements in this press release are made as of the date hereof and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

CPS_F




Contact for Analysts:


Contact for Media:



Glenn Dong


Sharon Wenzl



Cooper Standard


Cooper Standard



(248) 596-6031


(248) 596-6211



[email protected]


[email protected]



 

SOURCE Cooper-Standard Holdings Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
In this Women in Technology Power Panel at 15th Cloud Expo, moderated by Anne Plese, Senior Consultant, Cloud Product Marketing at Verizon Enterprise, Esmeralda Swartz, CMO at MetraTech; Evelyn de Souza, Data Privacy and Compliance Strategy Leader at Cisco Systems; Seema Jethani, Director of Product Management at Basho Technologies; Victoria Livschitz, CEO of Qubell Inc.; Anne Hungate, Senior Director of Software Quality at DIRECTV, discussed what path they took to find their spot within the tec...
Can the spatial component of your Big Data be harnessed and visualized, adding another dimension of power and analytics to your data? In his session at Big Data Expo®, John Meza, Product Engineer and Performance Engineering Team Lead at Esri, discussed the spatial queries that can be used within the Hadoop ecosystem and their integration with GeoSpatial applications. The GIS Tools for Hadoop project was also discussed and its implementation to discover location-based patterns and relationships...
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete...
Wearable devices have come of age. The primary applications of wearables so far have been "the Quantified Self" or the tracking of one's fitness and health status. We propose the evolution of wearables into social and emotional communication devices. Our BE(tm) sensor uses light to visualize the skin conductance response. Our sensors are very inexpensive and can be massively distributed to audiences or groups of any size, in order to gauge reactions to performances, video, or any kind of present...
In this scenarios approach Joe Thykattil, Technology Architect & Sales at TimeWarner / Navisite, presented examples that will allow business-savvy professionals to make informed decisions based on a sound business model. This model covered the technology options in detail as well as a financial analysis. The TCO (Total Cost of Ownership) and ROI (Return on Investment) demonstrated how to start, develop and formulate a business case that will allow both small and large scale projects to achieve...
IBM has announced a new strategic technology services agreement with Anthem, Inc., a health benefits company in the U.S. IBM has been selected to provide operational services for Anthem's mainframe and data center server and storage infrastructure for the next five years. Among the benefits of the relationship, Anthem has the ability to leverage IBM Cloud solutions that will help increase the ease, availability and speed of adding infrastructure to support new business requirements.
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity.
Cloud computing started a technology revolution; now DevOps is driving that revolution forward. By enabling new approaches to service delivery, cloud and DevOps together are delivering even greater speed, agility, and efficiency. No wonder leading innovators are adopting DevOps and cloud together! In his session at DevOps Summit, Andi Mann, Vice President of Strategic Solutions at CA Technologies, explored the synergies in these two approaches, with practical tips, techniques, research data, wa...
Software AG and Wipro Ltd. have announced a joint solution platform for streaming analytics that provides real-time actionable intelligence for the Internet of Things (IoT) market. “The key to successfully addressing the IoT market is the ability to rapidly build and evolve apps that tap into, analyze and make smart decisions on fast, big data”, said John Bates, Global Head of Industry Solutions and CMO, Software AG. To address the huge market potential created by streaming analytics in conj...
Appcore deploys cloud for service providers based on the Apache Cloud set. In this demo at 15th Cloud Expo, Nate Gordon, Director of Technology at Appcore, shows their new product that's coming out in January - Appcore Atlas, which is focused on deploying private clouds based on CloudStack in 15 minutes or less. Our upcoming June 9-11, 2015, event in New York City will present a total of 10 simultaneous tracks (the largest conference content in the world) by an all-star faculty, over three days...
Amazon, Google and Facebook are household names in part because of their mastery of Big Data. But what about organizations without billions of dollars to spend on Big Data tools - how can they extract value from their data? In his session at 6th Big Data Expo®, Ali Ghodsi, Co-Founder and Head of Engineering at Databricks, discussed how the zero management cost and scalability of the cloud is addressing the challenges and pain points that data engineers face when working with Big Data. He also s...
“With easy-to-use SDKs for Atmel’s platforms, IoT developers can now reap the benefits of realtime communication, and bypass the security pitfalls and configuration complexities that put IoT deployments at risk,” said Todd Greene, founder & CEO of PubNub. PubNub will team with Atmel at CES 2015 to launch full SDK support for Atmel’s MCU, MPU, and Wireless SoC platforms. Atmel developers now have access to PubNub’s secure Publish/Subscribe messaging with guaranteed ¼ second latencies across PubN...
CA Technologies released a new study – “DevOps: The Worst-Kept Secret to Winning in the Application Economy” – that reveals that 82% of enterprises in Asia Pacific and Japan (APJ) already have or plan to adopt a DevOps strategy, a 12 point increase from last year’s figure of 70%. DevOps is a methodology which helps foster collaboration between the teams that create and test applications (Dev) with those that maintain them in production environments (Ops). Vanson Bourne conducted the survey with...