Business Context and Reporting Period
Company: Commercial Vehicle Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 13, 2011
Event: Entry into a Material Definitive Agreement for a private offering of senior secured notes.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to a new debt issuance:
- Debt Issuance: $250,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2019.
- Underwriter: Credit Suisse Securities (USA) LLC.
- Expected Closing Date: April 26, 2011.
Material Changes
The offering size was increased from the previously announced $225,000,000 to $250,000,000. The transaction is contingent upon specific closing conditions, including:
- Amendment and restatement of the Company's existing revolving credit facility.
- Receipt of required consents regarding tender offers and consent solicitations for outstanding 8% Senior Notes due 2013 and 11%/13% Third Lien Senior Secured Notes due 2013.
Guidance, Outlook, and Risks
Management Commentary: The Company priced the notes in connection with a private offering exempt from registration under the Securities Act of 1933.
Risks and Contingencies: The Notes have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States without registration or an applicable exemption. The closing of the transaction is subject to the satisfaction of the conditions listed above.
Investor Verification Checklist
- Verify the successful closing of the $250 million note issuance on or before April 26, 2011.
- Confirm the amendment and restatement of the existing revolving credit facility.
- Check for the receipt of necessary consents for the outstanding 2013 Senior Notes and Third Lien Notes.
- Review the attached press release (Exhibit 99.1) for additional terms of the offering.