Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 7, 2007
Event Date: August 31, 2007 (Completion of Transaction)
This filing reports the completion of a previously announced acquisition by Cooper-Standard Automotive Inc., a wholly-owned subsidiary of the registrant.
Key Financial Metrics and Transaction Details
- Acquisition Cost: €100 million in cash (subject to post-closing adjustments).
- Target Assets: Shares of Metzeler Automotive Profile Systems Europe GmbH ("MAPS Germany") and Metzeler Automotive Profile Systems Italy SpA ("MAPS Italy").
- Operational Scope: Eight sealing systems manufacturing facilities located in Germany, Italy, Poland, and Belgium, plus a joint venture interest in China.
- Financing: Principal shareholders Goldman Sachs Capital Partners and The Cypress Group invested a total of US $30 million in new equity to finance the transaction.
Note: This filing does not provide consolidated revenue, profit, cash flow, margin, or debt figures for the reporting period.
Material Changes
The primary material change is the consummation of the acquisition of the MAPS businesses on August 31, 2007. This expands the company's manufacturing footprint in Europe and adds a joint venture interest in China.
Management Commentary and Risks
Management confirmed the transaction was completed as previously disclosed on June 14, 2007. The filing references a press release issued on August 31, 2007, for further details. No specific risks, contingencies, or unusual items are detailed within the text of this specific 8-K filing beyond the standard acquisition disclosure.
Investor Verification Checklist
- Verify the final purchase price after post-closing adjustments to the €100 million base.
- Review the attached press release (Exhibit 99.1) for strategic rationale and expected synergies.
- Confirm the impact of the €100 million cash outflow and $30 million equity injection on the company's balance sheet and liquidity.
- Assess the integration timeline for the eight new manufacturing facilities and the China joint venture.