NOVI, Mich., March 18, 2016 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Cooper Standard" or the "Company") today announced that certain selling stockholders affiliated with Silver Point Capital, L.P., Oak Hill Advisors, L.P. and Capital World Investors (the "selling stockholders") have priced an underwritten secondary offering of 2,000,000 shares of common stock of Cooper Standard at a price per share to the public of $68.00. Of the 2,000,000 shares sold in this offering, Cooper Standard intends to repurchase 350,000 shares at a price per share of $68.00. The underwriters have a 30-day option to purchase up to 300,000 additional shares of common stock from the selling stockholders at the public offering price. The offering is expected to close on March 22, 2016, subject to customary closing conditions.
Cooper Standard is not offering any shares of common stock in the offering and will not receive any proceeds from the sale of shares of common stock by the selling stockholders, including from any exercise by the underwriters of their option to purchase additional shares from the selling stockholders.
Goldman, Sachs & Co. and BofA Merrill Lynch are acting as joint book-running managers for the offering. KeyBanc Capital Markets, Sterne Agee CRT and The Buckingham Research Group Incorporated are acting as co-managers for the offering.
A registration statement (including a prospectus) relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC") and has become effective. Before you invest, you should read the prospectus in that registration statement and other documents filed with the SEC for more complete information about Cooper Standard and this offering. You may obtain these documents free of charge by visiting EDGAR on the SEC's website at www.sec.gov.
A preliminary prospectus supplement and the accompanying prospectus has been filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus related to this offering may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, facsimile at (212) 902-9316, or e-mail at prospectus-ny@ny.email.gs.com or from BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by email at dg.prospectus_requests@baml.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cooper-Standard Holdings Inc.
Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include rubber and plastic sealing, fuel and brake lines, fluid transfer hoses and anti-vibration systems. Cooper Standard employs more than 29,000 people globally and operates in 20 countries around the world.
Forward-Looking Statements
This press release contains certain "forward-looking statements." Our use of words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast," or other similar expressions, is intended to identify forward-looking statements that represent our current expectations about possible future events or results. We believe these expectations are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: prolonged or material contractions in automotive sales and production volumes; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; risks associated with our non-U.S. operations; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial debt; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our term loan facility and the ABL facility; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers' needs for new and improved products; the possibility that our acquisition strategy may not be successful; product liability, warranty and recall claims brought against us; environmental, health and safety laws and other laws and regulations; work stoppages or other labor disruptions; the ability of our intellectual property to withstand legal challenges; cyber-attacks or other disruptions in our information technology systems; the possible volatility of our annual effective tax rate; the possibility of future impairment charges to our goodwill and long-lived assets; the concentrated ownership of our stock which may allow a few owners to exert significant control over us; and our dependence on our subsidiaries for cash to satisfy our obligations. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
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SOURCE Cooper-Standard Holdings Inc.
