UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
SECTION 8 — Other Events
| Item 8.01. | Other Events. |
On June 12, 2020, American Axle & Manufacturing, Inc. (“AAM”), a Delaware corporation and wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), completed the closing of the sale of $400 million aggregate principal amount of 6.875% senior notes due 2028 (the “Notes”). The Notes are guaranteed on a senior unsecured basis by the Company and certain of AAM and Metaldyne Performance Group, Inc.’s current and future subsidiaries guarantors (the “Subsidiary Guarantors”).
The Notes were issued by AAM pursuant to an Indenture, dated as of November 3, 2011 (the “Original Indenture”), by and among AAM, the Compnay, certain subsidiary guarantors and U.S. Bank National Association, as trustee (the “Trustee”) which governs the terms of the Notes, as supplemented by the First Supplemental Indenture dated March 23, 2017, among AAM, the Company, Alpha SPV I, Inc., certain subsidiary guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated May 17, 2017, among AAM, the Company, certain subsidiary guarantors and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated March 23, 2018, among AAM, the Company, certain subsidiary guarantors and the Trustee (the “Third Supplemental Indenture”). The Original Indenture was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on November 3, 2011; the First Supplemental Indenture was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on March 23, 2017; the Second Supplemental Indenture was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 17, 2017; and the Third Supplemental Indenture was included as an exhibit to the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on March 26, 2018. A copy of the form of Note is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
A copy of the opinions of Shearman & Sterling LLP, counsel to the Company and AAM, and of David E. Barnes, General Counsel and Secretary of the Company and AAM, relating to the legality of the Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.
SECTION 9 — Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of 6.875% Senior Note due 2028. | |
| 5.1 | Opinion of Shearman & Sterling LLP, counsel to American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc. | |
| 5.2 | Opinion of David E. Barnes, General Counsel and Secretary of American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc. | |
| 23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of David E. Barnes (included in Exhibit 5.2). | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. | ||
| By: | /s/ David E. Barnes | |
| Name: | David E. Barnes | |
| Title: | Vice President, General Counsel & Secretary | |
| Dated: June 12, 2020 | ||