Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 24, 2019
Event: Entry into an Accelerated Share Repurchase (ASR) agreement.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It specifically details a capital allocation transaction:
- ASR Aggregate Value: $30 million.
- Initial Share Delivery: Approximately 626,305 shares (expected delivery date: May 29, 2019).
- Counterparty: Goldman Sachs & Co. LLC.
Material Changes
The primary material change is the authorization and execution of a $30 million share repurchase under an existing Board-approved program. The final number of shares to be repurchased will be determined by the volume-weighted average price of the common stock during the repurchase term, less a discount.
Guidance, Outlook, and Risks
Outlook: The ASR agreement is expected to be completed in the third quarter of 2019, though early termination is possible under certain circumstances.
Risks and Contingencies: The filing includes forward-looking statements subject to risks including:
- Fluctuations in the market price of the Company's common stock during the repurchase period.
- The ability of Goldman Sachs & Co. LLC to buy or borrow the shares.
- Global and regional economic conditions, including banking and financial services instability.
The Company assumes no obligation to update these forward-looking statements.
Investor Verification Checklist
- Verify the final settlement date and total share count upon completion of the ASR in Q3 2019.
- Confirm the impact of the $30 million cash outflow on the Company's liquidity position in the next quarterly report.
- Review the most recent Form 10-K for detailed risk factors referenced in this filing.