Business Context and Reporting Period
Company: Cooper-Standard Holdings Inc. (CSH)
Filing Type: Form 8-K (Current Report)
Date of Report: December 4, 2005
Event: Entry into a Material Definitive Agreement to acquire ITT Automotive's fluid handling systems business.
Key Financial Metrics
Transaction Value: $205 million in cash.
Adjustments: Purchase price subject to net working capital adjustment.
Financing: To be funded via an incremental loan under the company's senior secured credit facility.
Other Metrics: The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period.
Material Changes
This filing reports a material change in the company's business structure through the acquisition of ITT Automotive, Inc.'s automotive fluid handling systems business. The transaction involves the purchase of outstanding capital stock of certain subsidiaries and specific assets and liabilities.
Outlook, Risks, and Management Commentary
- Closing Timeline: Expected to be consummated in the first quarter of 2006.
- Conditions: Closing is contingent upon the satisfaction or waiver of customary conditions and receipt of regulatory approvals.
- Agreement Terms: Includes customary representations, warranties, and covenants from both parties.
- Unusual Items: None reported beyond the standard acquisition terms.
Investor Verification Checklist
- Verify the final purchase price after the net working capital adjustment.
- Confirm the successful receipt of all required regulatory approvals.
- Monitor the execution of the incremental loan under the senior secured credit facility.
- Review the full Stock and Asset Purchase Agreement (Exhibit 10.1) for specific covenants and liabilities assumed.