Business Context and Reporting Period
Cooper-Standard Holdings Inc. filed this Form 8-K on February 6, 2006, to report the consummation of a material acquisition and related financing activities. The registrant, a Delaware corporation, operates through its wholly owned subsidiary, Cooper-Standard Automotive Inc.
Key Financial Metrics and Transaction Details
- Acquisition Cost: $205 million in cash to acquire the automotive fluid handling systems business of ITT Industries, Inc.
- Financing Structure: To fund the transaction and related fees, the company secured an incremental term loan of $190,000,000.00 and an additional incremental term loan of 20,725,000.00 (currency unspecified in text, likely EUR).
- Agreement Amendment: The original Stock and Asset Purchase Agreement was amended to increase the net working capital target used for purchase price adjustments.
Material Changes
The primary material change is the completion of the acquisition of ITT's automotive fluid handling systems business on February 6, 2006. This transaction resulted in the immediate addition of ITT's subsidiaries, assets, and liabilities to Cooper-Standard's balance sheet. Concurrently, the company's debt obligations increased significantly due to the new incremental term loans.
Outlook, Risks, and Management Commentary
Management announced the completion of the transaction via a press release issued on February 7, 2006. The filing notes that the transaction was consummated shortly after the execution of the First Amendment to the purchase agreement. No specific forward-looking guidance, risk factors, or unusual items beyond the transaction mechanics are detailed in this specific filing text.
Investor Verification Checklist
- Verify the exact currency and terms of the 20,725,000.00 incremental term loan referenced in the credit agreement amendment.
- Review the full text of the First Amendment to the Stock and Asset Purchase Agreement (Exhibit 10.1) to understand the specific impact of the increased net working capital target.
- Examine the Amendment to the Credit Agreement (Exhibit 10.2) for covenants and repayment schedules associated with the new $190 million and 20.7 million loans.
- Confirm the pro forma financial impact of the acquisition in subsequent quarterly filings (10-Q) or annual reports (10-K).