Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 26, 2007
Reporting Period: Event date July 26, 2007; Signed August 1, 2007
The filing reports the entry into a material definitive agreement regarding the financing of the acquisition of the Metzeler Automotive Profile Systems ("MAPS") automotive weather sealing business. This acquisition was previously announced on June 14, 2007, with a purchase price of Euro 100,000,000.
Key Financial Metrics and Agreements
This filing details a Second Amendment to the Company's Credit Agreement to facilitate the MAPS Acquisition. Key financial terms include:
- Acquisition Price: Euro 100,000,000 in cash (subject to adjustments).
- Incremental Term Loan: Up to Euro 65,000,000 to finance the acquisition and related fees.
- New Borrowing Facility: A dual dollar and Euro currency facility accessible by a European subsidiary up to USD 35,000,000 upon consummation of the acquisition.
- Financial Statements: The filing does not provide current revenue, profit, cash flow, or margin data.
Material Changes
The primary material change is the amendment of the existing Credit Agreement to permit the MAPS Acquisition. This amendment introduces new borrowing capacity specifically tailored to fund the transaction and provides additional operating and investment flexibility for the Company.
Outlook, Risks, and Management Commentary
Management Commentary: The Company plans to utilize the incremental term loan and the new currency facility to finance the MAPS Acquisition upon its consummation. The amendment is designed to provide necessary liquidity for the transaction.
Risks and Contingencies: The acquisition is subject to purchase price adjustments and certain closing conditions. The filing notes that the description of the Amendment is qualified in its entirety by reference to the full text of the agreement (Exhibit 10.1).
Investor Verification Checklist
- Verify the final purchase price of the MAPS Acquisition after any purchase price adjustments.
- Confirm the closing date of the MAPS Acquisition to determine when the new debt facilities become active.
- Review the full text of the Second Amendment to Credit Agreement (Exhibit 10.1) for specific covenants and interest rate terms.
- Monitor the Company's subsequent filings for the impact of the new Euro and USD debt on leverage ratios and liquidity.