Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 20, 2026
Event: Pricing of a private debt offering by wholly-owned subsidiary Cooper-Standard Automotive Inc.
Key Financial Metrics
This filing reports on a specific financing event rather than periodic operating results. Key metrics related to the transaction include:
- Debt Issuance: $1,100.0 million aggregate principal amount.
- Instrument: 9.250% Senior Secured First Lien Notes due 2031.
- Interest Rate: 9.250%.
- Maturity: 2031.
- Revenue, Profit, Cash Flow, Margins: The filing text does not provide a clear value for these operating metrics.
- Liquidity: The filing does not provide specific liquidity ratios or cash balances, noting only that the closing is subject to customary conditions.
Material Changes
The primary material change is the expansion of the Company's debt capital structure through the issuance of the New Notes. The filing does not provide comparative financial data against prior periods to quantify changes in revenue, profit, or existing debt levels.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release (Exhibit 99.1) announcing the pricing of the offering. The closing is subject to customary closing conditions. The securities are offered to qualified institutional buyers under Rule 144A or outside the U.S. under Regulation S.
Risks and Contingencies: The filing includes an extensive list of forward-looking statement risks, including:
- Volatility in stock price and automotive sales/production volumes.
- Geopolitical impacts (wars in Ukraine and the Middle East) and U.S. government shutdowns.
- Commodity cost inflation and pricing pressures.
- Substantial indebtedness and interest rate risks.
- Supply chain disruptions and labor stoppages.
- Trade policy changes, tariffs, and foreign currency fluctuations.
- Pension plan underfunding and potential impairment charges.
Investor Verification Checklist
- Verify the final closing of the $1.1 billion offering and the receipt of proceeds.
- Review the attached Press Release (Exhibit 99.1) for specific use of proceeds.
- Assess the impact of the 9.250% interest rate on future interest expense and EBITDA coverage ratios.
- Monitor compliance with debt covenants and operating restrictions imposed by the new Senior Secured First Lien Notes.
- Track the Company's ability to offset higher commodity costs through pricing negotiations as highlighted in the risk factors.