Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 26, 2013
Reporting Period: October 31, 2012 to April 29, 2013
Context: The filing reports unregistered sales of equity securities pursuant to Item 3.02. The transactions relate to the Company's emergence from Chapter 11 bankruptcy proceedings in May 2010.
Key Financial Metrics and Transaction Details
Equity Issuance Summary:
- Total Common Stock Issued: 842,268 shares
- Total Cash Proceeds: $11,172,613 (from warrant exercises only)
- Non-Cash Issuance: 101,022 shares issued via Preferred Stock conversion (no cash consideration)
- Total Warrants Exercised: 408,804
- Exercise Price: $27.33 per share
- Settlement Method: All exercised for cash
- Total Preferred Shares Converted: 101,022
- Conversion Price: $23.30574
- Stated Value: $100 per share
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on equity issuance events.
Material Changes and Transaction Breakdown
The filing details specific dates of issuance within the reporting period:
| Date | Transaction Type | Shares Issued | Consideration / Details |
|---|---|---|---|
| Oct 31, 2012 | Preferred Conversion | 2,278 | Conversion of 531 Preferred shares |
| Apr 9, 2013 | Preferred Conversion | 4,153 | Conversion of 968 Preferred shares |
| Apr 17, 2013 | Warrant Exercise | 12,524 | $342,281 cash |
| Apr 18, 2013 | Warrant Exercise | 312 | $8,527 cash |
| Apr 19, 2013 | Warrant Exercise | 2,894 | $79,093 cash |
| Apr 23, 2013 | Warrant Exercise | 125,217 | $3,422,180 cash |
| Apr 25, 2013 | Preferred Conversion | 319,763 | Conversion of 74,523 Preferred shares |
| Apr 26, 2013 | Warrant Exercise | 267,857 | $7,320,532 cash |
| Apr 29, 2013 | Preferred Conversion | 107,270 | Conversion of 25,000 Preferred shares |
Guidance, Risks, and Regulatory Exemptions
Regulatory Exemptions:
- Warrant Exercises: Exempt from registration pursuant to Section 1145 of the Bankruptcy Code.
- Preferred Conversions: Exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933.
The filing contains no management commentary, forward-looking guidance, or discussion of risks beyond the standard disclosure of the equity issuance mechanics.
Key Facts for Investor Verification
- Cash Inflow: Verify the receipt of approximately $11.17 million in cash proceeds from warrant exercises.
- Dilution Impact: Confirm the total increase in outstanding shares (842,268) and its impact on earnings per share.
- Preferred Stock Reduction: Verify the reduction in outstanding 7% Cumulative Participating Convertible Preferred Stock by 101,022 shares.
- Compliance: Confirm that all issuances were properly exempt from registration under the cited Bankruptcy Code and Securities Act sections.