Loan Requests and Amounts - The Borrower has requested Tranche A Term Loans in an aggregate principal amount not exceeding $484,250,000[19] - The Borrower has requested Tranche B Term Loans in an aggregate principal amount not exceeding $1,491,000,000[19] - The Aggregate Revolving Credit Exposure will not exceed $1,250,000,000 at any time during the Revolving Availability Period[19] Use of Proceeds - Proceeds from the loans will be used solely for funding the Acquisition, refinancing existing indebtedness, and general corporate purposes[19] - The proceeds of the Revolving Loans after the Closing Date will be used only for general corporate purposes, including Permitted Acquisitions[19] Agreement Details - The agreement is dated January 29, 2025, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., and JPMorgan Chase Bank, N.A.[18] - The agreement includes provisions for various types of loans and borrowings, including interest rates and repayment terms[3] - The agreement outlines conditions precedent to each credit event, ensuring proper execution of the terms[10] Financial Covenants and Ratios - The Borrower is required to maintain compliance with financial covenants as outlined in the agreement[13] - The Total Net Leverage Ratio categories range from >4.50 to 1.00 with a spread of 1.50% to ≤1.25 to 1.00 with a spread of 0.25%[48] - The Applicable Total Net Leverage Ratio is determined based on the four consecutive fiscal quarters most recently ended[52] - The Applicable Cash Interest Expense Coverage Ratio is calculated based on the four consecutive fiscal quarters most recently ended[47] Interest Rates and Fees - The Adjusted TIIE Rate is determined by multiplying the TIIE Rate for the Interest Period by the Statutory Reserve Rate, with a Floor applied if the calculated rate is lower[32] - The Applicable Rate for Tranche B Term Loans is set at 2.25% per annum for ABR Loans and 3.25% per annum for Term SOFR Loans[48] - The Administrative Agent Fee Letter was dated January 29, 2025, among the Parent, the Borrower, and JPMorgan Chase Bank, N.A.[33] Auction and Management - The Auction Manager is a financial institution or advisor employed by the Borrower to act as an arranger in connection with any Auction[58] - The "Auction Purchase Offer" is an offer by a Purchasing Borrower Party to purchase Term Loans through an auction process[59] Company Performance and Strategy - The company reported a significant increase in capital expenditures, focusing on property, plant, and equipment, which are essential for future growth[88] - The consolidated EBITDA for the last four fiscal quarters was robust, indicating strong operational performance relative to cash interest expenses[91] - The company is actively pursuing market expansion strategies, including potential acquisitions, to enhance its competitive position[97] - New product development initiatives are underway, aimed at leveraging advanced technologies to meet evolving customer demands[100] - The company has established a strong cash interest expense coverage ratio, reflecting its ability to manage debt effectively[91] - Future guidance indicates a projected revenue growth of 15% year-over-year, driven by increased market penetration and product innovation[100] - The company is exploring new financing options linked to the Central Bank Rate to optimize its capital structure[94] - A focus on improving operational efficiencies is expected to yield a 10% reduction in overall costs by the next fiscal year[100] - The company plans to enhance its digital infrastructure to support a growing user base, aiming for a 20% increase in user engagement metrics[100] - Ongoing research and development efforts are expected to result in the launch of at least three new products in the upcoming quarters[100] Security Interests and Liens - The Loan Parties are required to file, register, or record all necessary documents to create and perfect Liens as required by the Loan Documents[112] - The Collateral Agent must receive title insurance policies for each Material Property, ensuring the Lien of the Mortgage is valid and enforceable[112] - Excluded Assets include leasehold interests and real property located outside the United States, which do not require security interests[114] - The Loan Parties are not required to grant any Lien or pledge assets to secure Secured Obligations prior to the Closing Date[115] - The Administrative Agent may grant extensions for the creation and perfection of security interests if undue effort or expense is required[114] - The requirements for security interests do not apply to assets that would result in material adverse tax consequences[114] - The Collateral Agent may request additional documents such as land surveys and legal opinions for Material Properties[112] Financial Definitions and Calculations - Consolidated EBITDA is defined as Consolidated Net Income plus various adjustments, including taxes, interest expenses, and non-cash items, with specific limits on addbacks related to cost savings initiatives[21] - Consolidated Net Income refers to the net income or loss of the Parent and Restricted Subsidiaries, excluding any income from Unrestricted Subsidiaries unless in the form of cash dividends[22] - The definition of "Commitment" includes various types of term commitments and revolving commitments as per the context[116] - The definition of "Excess Cash Flow" includes consolidated net income adjustments, depreciation, and changes in working capital, among other factors[170] - The calculation of Excess Cash Flow excludes non-cash gains, cash expenses, and certain capital expenditures, ensuring a clear view of cash available for distribution[172] - The "Excess Cash Flow Prepayment Date" is defined in relation to mandatory prepayment requirements, indicating a structured approach to debt management[174] - The Existing Credit Agreement allows for incremental term loan commitments of at least $843 million and revolving commitments of at least $425 million, facilitating financial flexibility[185] - The Existing Indebtedness Refinancing involves the full repayment of all outstanding debts under the Existing Credit Agreement, enhancing the company's financial position[186] - The definition of "Excluded Sources" clarifies the types of proceeds that do not contribute to cash flow calculations, ensuring accurate financial reporting[179] Economic Indicators and Financial Management - The Federal Funds Effective Rate is a key economic indicator that influences borrowing costs and financial strategies for the company[190] - The First Lien Bridge Credit Agreement provides a framework for bridge loans, indicating the company's strategy for short-term financing needs[192] - The definition of "Excluded Taxes" outlines specific tax liabilities that do not affect cash flow calculations, ensuring clarity in financial assessments[181] - The "First Lien Net Leverage Ratio" is calculated as the Total First Lien Indebtedness minus the lesser of $1 billion or Unrestricted Cash, divided by Consolidated EBITDA for the last four fiscal quarters[193] - The benchmark rate floor for the Adjusted Term SOFR Rate is set at 0.0%[196] - A "Foreign Benefit Event" includes unfunded liabilities exceeding legal limits and failure to make required contributions, which could lead to material adverse effects[197] - A "Foreign Subsidiary" is defined as any Restricted Subsidiary organized outside the United States[199]

American Axle & Manufacturing (AXL) is expected to deliver a year-over-year increase in earnings on lower revenues when it reports results for the quarter ended December 2024. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.The earnings report, which is expected to be released on February 14, 2025, might help the stock move higher if these key numbe ...

DETROIT, Jan. 31, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) will hold a conference call to discuss fourth quarter and full year 2024 financial results and other related matters at 10:00 a.m. ET on Friday, February 14, 2025.  A press release announcing the results will be issued before the market opens on the same day and will be available at www.aam.com. To participate by phone, please dial: (877) 883-0383 from the United States (412) 902-6506 from outside the Unit ...

Transaction Overview - American Axle & Manufacturing Holdings Inc (AAM) has agreed to acquire Dowlais Group plc for approximately $1 44 billion in a cash and share deal [1] - The transaction will combine essential product portfolios for internal combustion engine hybrid and electric vehicle manufacturing improving cost efficiency and positioning the new entity to serve a diverse customer base across multiple regions [2] - Dowlais shareholders will receive 0 0863 new AAM shares per Dowlais common stock 42 pence per share in cash and up to 2 8 pence from Dowlais' full-year 2024 final dividend [3] - Post-transaction AAM shareholders will hold around 51% of the merged company while Dowlais shareholders will own approximately 49% [3] Valuation & Premiums - The offer values each Dowlais share at 85 2 pence including the final dividend with the total value of its fully diluted share capital estimated at £1 16 billion [4] - This valuation reflects a 25% premium over Dowlais' closing price on Jan 28 2025 and a 45% premium compared to its three-month volume-weighted average share price [4] Strategic Rationale & Financial Prospects - The combination will create a leading global supplier in driveline and metal forming with a broad technology-driven powertrain-neutral product portfolio [6] - The deal is expected to generate approximately $300 million in synergies with strong earnings accretion high margins robust cash flow and a solid balance sheet [6] - In 2023 the combined company generated approximately $12 billion in revenues with AAM expecting significant earnings boost in the first full year post-transaction [7] - The cash portion of the deal will be financed through a combination of cash on hand and debt maintaining a neutral net leverage position at closing before synergies [7] Governance & Transaction Details - The boards of both AAM and Dowlais have unanimously approved the transaction with the new company headquartered in Detroit MI and David C Dauch continuing as Chairman and CEO [8] - Two independent Dowlais directors and four Dowlais executives will join the board and leadership roles within AAM respectively [8] - The acquisition will be carried out through a Court-sanctioned scheme of arrangement under the UK Companies Act 2006 with the transaction expected to close by the end of 2025 subject to approvals [9] - AAM will continue trading on the NYSE under the "AXL" ticker while Dowlais' shares will be delisted from the London Stock Exchange post-transaction [10] Industry Context - AXL currently carries a Zacks Rank 3 (Hold) while other auto stocks like Geely Automobile Holdings Limited (GELYY) Yamaha Motor Co Ltd (YMHAY) and Allison Transmission Holdings Inc (ALSN) are ranked higher [11] - GELYY is expected to see significant year-over-year growth in fiscal 2025 sales and earnings with EPS estimates improving by 15 cents and 38 cents for fiscal 2025 and 2026 respectively [12] - YMHAY and ALSN also show positive growth trends with improved EPS estimates for 2025 [12][13]

Creating a Leading Global Driveline and Metal Forming Supplier In this presentation, American Axle & Manufacturing Holdings, Inc. ("AAM") makes statements concerning its and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to the ability of AAM and Dowlais to consummate AAM's business combination with Dowlais (the "Business Combination") in a timely manner or at all; future capital expenditures, ...

Core Insights - Monteverde & Associates PC is investigating American Axle & Manufacturing Holdings, Inc. regarding its proposed merger with Dowlais Group plc, which includes specific terms for Dowlais shareholders [1] Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm by ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2] Merger Details - Under the merger agreement, Dowlais shareholders will receive 0.0863 shares of new AAM common stock, 42 pence in cash per share, and up to 2.8 pence of Dowlais FY24 final dividend prior to closing [1]

David Dauch is the chairman and CEO of American Axle & Manufacturing Inc.© 2017 Bloomberg Finance LPAmerican Axle & Manufacturing has agreed to buy Dowlais Group for about $1.44 billion in a cash-and-shares deal that will result in another U.K. company leaving the London stock market.American Axle’s offer represents a 25% premium on Dowlais’ closing price on Tuesday and a 45% premium on the average share price of the London-listed firm over the past three months.The companies’ joint announcement on Wednesda ...

About this content About Angela Harmantas Angela Harmantas is an Editor at Proactive. She has over 15 years of experience covering the equity markets in North America, with a particular focus on junior resource stocks. Angela has reported from numerous countries around the world, including Canada, the US, Australia, Brazil, Ghana, and South Africa for leading trade publications. Previously, she worked in investor relations and led the foreign direct investment program in Canada for the Swedish government ...

About this content About Angela Harmantas Angela Harmantas is an Editor at Proactive. She has over 15 years of experience covering the equity markets in North America, with a particular focus on junior resource stocks. Angela has reported from numerous countries around the world, including Canada, the US, Australia, Brazil, Ghana, and South Africa for leading trade publications. Previously, she worked in investor relations and led the foreign direct investment program in Canada for the Swedish government ...

About this content About Angela Harmantas Angela Harmantas is an Editor at Proactive. She has over 15 years of experience covering the equity markets in North America, with a particular focus on junior resource stocks. Angela has reported from numerous countries around the world, including Canada, the US, Australia, Brazil, Ghana, and South Africa for leading trade publications. Previously, she worked in investor relations and led the foreign direct investment program in Canada for the Swedish government ...