American Axle gets early tenders for $383.09 million of 6¼% notes

By Marisa Wong

Morgantown, W.Va., March 23 – American Axle & Manufacturing Holdings Inc. said wholly owned subsidiary American Axle & Manufacturing, Inc. received tenders and related consents for $383,094,000 of its 6¼% senior notes due 2021 as of 5 p.m. ET on March 23, the early tender time of its tender offer and consent solicitation.

As previously announced, the company is soliciting consents from a majority of holders to eliminate most of the note covenants and some default provisions as well as to reduce the call notice required to two business days from 30 days.

Based on the consents received, the company and the trustee for the notes will enter into a supplemental indenture effecting the proposed changes, according to a press release on Friday.

Holders will receive $1,018.75 for each $1,000 principal amount of notes tendered by the early deadline. The total amount includes an early tender premium of $30.00 per $1,000 principal amount.

Holders will also receive accrued interest up to but excluding the settlement date, which will be the next business day after the early tender time.

The tender offer will end at 11:59 p.m. ET on April 9. Tendered notes may no longer be withdrawn.

Holders tendering after the early deadline will be eligible to receive $988.75 per $1,000 principal amount plus accrued interest to the final settlement date, which is expected to be the next business day after the expiration time.

The tender offer is subject to a financing condition but not to a minimum tender condition, and the tender is not conditioned on the consent solicitation. However, holders who tender their notes in the offer will be deemed to have delivered their consents, and they may not tender their notes without delivering consents.

The company said it will use proceeds from its issuance of $400 million of 6¼% senior notes due 2026 to fund the tender offer. The new notes are expected to close on Monday.

D.F. King & Co., Inc. (866 829-0541, 212 269-5550 or axl@dfking.com) is the tender and information agent. Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager and solicitation agent.

American Axle is a Detroit-based manufacturer and designer of driveline and drivetrain systems and related components and modules, chassis systems, electric drive systems and metal-formed products.

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