UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2006
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14303
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36-3161171 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number) |
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| One Dauch Drive, Detroit, Michigan
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48211-1198 |
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| (Address of principal executive offices)
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(zip code) |
Registrant’s telephone number, including area code: (313) 758-2000
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
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Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR
240.13e–4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
The information set forth below under Item 2.03 is hereby incorporated by reference into this Item
1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
June 28, 2006, American Axle & Manufacturing Holdings, Inc.
(“Holdings”) and
American Axle & Manufacturing Inc. (“AAM”) entered into a $200.0 million senior
unsecured term loan credit agreement by and among American Axle & Manufacturing Holdings, Inc.,
American Axle & Manufacturing, Inc., the several Lenders parties thereto, Bank of America, N.A., as
Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc.,
and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, (the “Credit
Agreement” and the facility thereunder, the “Term Loan”), the proceeds of
which are to be used for general corporate purposes and to refinance payments related to the
conversion of Holdings' 2.00%
Senior Convertible Notes due 2024. Immediately upon entering into the
Credit Agreement, AAM borrowed the entire $200.0 million of the
Term Loan. The Term Loan includes an uncommitted incremental facility, pursuant to
which AAM may be able to
increase the total commitment under the Term Loan by up to $50.0 million. The
obligations of AAM under the Credit Agreement are guaranteed by
Holdings. The Term Loan will mature on April 12, 2010.
The Term Loan bears interest at a rate equal to the London Interbank Offering
Rate (LIBOR) plus a margin of 4.25% or the JP Morgan Chase Bank alternate base rate, plus a margin
of 3.25%.
Subject
to certain exceptions, AAM will be required to make an
offer to
prepay the Term Loan upon an asset disposition or a change in
control. Prepayment upon the Lenders' acceptance of a change in
control offer will be subject to a 1.00% prepayment premium.
Voluntary prepayments during years one and two of the Term Loan are
subject to prepayment premiums of 2.00% and 1.00%, respectively. In addition,
the Term Loan also contains various operating covenants which, among other
things, impose certain limitations on the ability of Holdings, AAM and its subsidiaries
to declare dividends and redeem capital stock, incur additional indebtedness, incur liens, merge,
make acquisitions, sell all or substantially all of their respective assets or enter into certain
types of transactions with their affiliates. Events of Default under the Credit Agreement include
but are not limited to, failure to pay principal, interest, fees or other amounts when due,
material breach of any representation and warranty, covenant defaults, cross-payment defaults and
cross-acceleration to other material indebtedness, events of bankruptcy and other customary events
of default. If an Event of Default occurs, the Lenders may declare any principal amount then
outstanding, and all accrued interest and other amounts payable under the Credit Agreement to be
immediately due and payable. In addition, AAM’s obligations under the Credit Agreement
would be accelerated automatically in the event of a bankruptcy
against Holdings or any of its
subsidiaries, including AAM.