Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 16, 2024

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



1-14303	38-3161171
(Commission File Number)	(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan	48211-1198
(Address of Principal Executive Offices)	(Zip Code)


(313) 758-2000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AXL	The New York Stock Exchange

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. ☐

Item 1.01.

Entry into a Material Definitive Agreement

On May 16, 2024, American Axle & Manufacturing Holdings, Inc. (“Holdings”), American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“AAM”) entered into the Refinancing Facility Agreement No. 2 (the “Refinancing Facility Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto as a lender (the “New Tranche B Term Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), amending the Amended and Restated Credit Agreement, dated as of March 11, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto from time to time as a lender, and the Administrative Agent.

Pursuant to the Refinancing Facility Agreement, the New Tranche B Term Lenders agreed to provide a $648 million term loan B facility (the “New Term Loan B Facility”), the proceeds from which, together with cash on hand of AAM, were used to (a) prepay the entire principal amount of the outstanding term loan B facility (the “Existing Term Loan B Facility”), (b) pay all accrued and unpaid interest due under the Existing Term Loan B Facility and (c) pay all fees, costs and expenses payable in connection therewith.

The New Term Loan B Facility will mature on December 13, 2029; provided that if on any date prior to such date (a “Reference Date”) any of AAM’s existing senior notes or any indebtedness incurred to refinance any such senior notes in an aggregate principal amount in excess of $250 million is then outstanding and has a maturity date that is on or prior to 91 days after the Reference Date, the New Term Loan B Facility will instead mature on the Reference Date (or, if such date is not a business day, the immediately preceding business day). The Term SOFR loans under the New Term Loan B Facility will bear interest at the applicable Adjusted Term SOFR Rate (as defined in the Amended and Restated Credit Agreement) plus 3.00% per annum, and the alternate base rate loans under the New Term Loan B Facility will bear interest at the alternate base rate plus 2.00% per annum. The Refinancing Facility Agreement established a minimum Adjusted Term SOFR Rate of 0.00%.

The terms of the term loan A facility and the revolving credit facility under the Amended and Restated Credit Agreement, including the maturity dates, interest rates and applicable margins with respect to such interest rates, remain unchanged.

A copy of the Refinancing Facility Agreement is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Refinancing Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Refinancing Facility Agreement No. 2, dated as of May 16, 2024, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent.

104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Date:	May 17, 2024	By:	/s/ Christopher J. May
			Christopher J. May
			Executive Vice President & Chief Financial Officer

EXECUTION VERSION

REFINANCING FACILITY AGREEMENT NO. 2 dated as of May 16, 2024 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 11, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, and the Credit Agreement as amended hereby, the “Amended Credit Agreement”), among AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the “Borrower”), AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Parent”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to Section 2.26 of the Credit Agreement, the Borrower intends to incur Refinancing Term Loans, denominated in Dollars, in an aggregate principal amount equal to $648,000,000.00 (the “New Tranche B Term Loans”), the proceeds of which, together with cash on hand of the Borrower and/or the proceeds of a Revolving Borrowing under the Credit Agreement, will be used to (a) refinance in full all Tranche B Term Loans outstanding as of the Effective Date (as defined below) and to pay all accrued and unpaid interest, fees and other amounts owing in respect thereof and (b) pay all fees, costs and expenses payable by the Loan Parties in connection therewith;

WHEREAS, the Borrower has requested that each financial institution identified on the signature pages hereof as a Lender (collectively, the “New Tranche B Term Lenders”) commit to make the New Tranche B Term Loans on the Effective Date (the commitment of each New Tranche B Term Lender to provide its applicable portion of the New Tranche B Term Loans, as set forth opposite such New Tranche B Term Lender’s name on Schedule I hereto, is such New Tranche B Term Lender’s “New Tranche B Term Commitment”);

WHEREAS, upon the Effective Date, each New Tranche B Term Lender is willing to make the New Tranche B Term Loans to the Borrower on the terms and subject to the conditions set forth herein; and

WHEREAS, each of JPMorgan Chase Bank, N.A., Barclays Bank PLC, BMO Capital Markets Corp., Citibank, N.A., Mizuho Bank, Ltd., RBC Capital Markets and BofA Securities, Inc. will be a joint lead arranger and joint bookrunner with respect to this Agreement and the new term loan facility described herein (together, the “Arrangers”).

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. New Tranche B Term Loans.

(a) Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof and to the provisions of paragraph (d) of this Section 1, each New Tranche B Term Lender agrees, severally and not jointly, to make, on the Effective Date, a New Tranche B Term Loan to the Borrower in an aggregate principal amount equal to its New Tranche B Term Commitment. The New Tranche B Term Commitment of each New Tranche B Term Lender shall automatically terminate upon the making of the New Tranche B Term Loans on the Effective Date. Amounts repaid or prepaid in respect of the New Tranche B Term Loans may not be reborrowed.

(b) The proceeds of the New Tranche B Term Loans, together with cash on hand of the Borrower and/or the proceeds of a Revolving Borrowing under the Credit Agreement, shall be used by the Borrower on the Effective Date solely to (i) prepay the entire principal amount of the Tranche B Term Loans outstanding as of the Effective Date and pay all accrued and unpaid interest, fees and other amounts owing in respect thereof and (ii) pay all fees, costs and expenses payable by the Loan Parties in connection therewith.

(c) Unless the context shall otherwise require, (i) the New Tranche B Term Loans shall constitute “Refinancing Term Loans” and “Tranche B Term Loans”, and (ii) the New Tranche B Term Lenders shall constitute “Refinancing Lenders” and “Tranche B Term Lenders”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents.

(d) Notwithstanding anything herein to the contrary, (i) each New Tranche B Term Lender that is a Tranche B Term Lender under the Credit Agreement immediately prior to the Effective Date and that shall have so indicated such election on its signature page hereto (each such New Tranche B Term Lender, a “Converting Term Lender”), shall, in lieu of its requirement to make a New Tranche B Term Loan in accordance with paragraph (a) of this Section 1, be deemed to have made to the Borrower a New Tranche B Term Loan on the Effective Date in an amount equal to the aggregate principal amount of the Tranche B Term Loans of such Converting Term Lender immediately prior to the Effective Date (or such lesser amount as may be notified to such Converting Term Lender by the Administrative Agent prior to the Effective Date) and (ii) the Borrower shall, in lieu of its obligation to prepay the Tranche B Term Loans of such Converting Term Lender in accordance with paragraph (b) of this Section 1, be deemed to have prepaid, on the Effective Date, all (or such lesser amount so notified to such Converting Term Lender by the Administrative Agent prior to the Effective Date) of such Converting Term Lender’s Tranche B Term Loans (it being understood that all accrued and unpaid interest and fees in respect thereof shall be payable in cash on the Effective Date).

(e) Each Converting Term Lender hereby waives any requirement to pay any amounts due and owing to it pursuant to Section 2.16 of the Credit Agreement as a result of the transactions described in paragraphs (a), (b) and (d) of this Section 1.

SECTION 2. Amendments to the Credit Agreement. Effective as of the Effective Date, the Credit Agreement is hereby amended by inserting the language indicated in underlined text (indicated textually in the same manner as the following examples: underlined text or underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following examples: ~~stricken text~~ or ~~stricken text~~) in Exhibit A hereto.

SECTION 3. Representations and Warranties. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and to each of the Lenders (including, without limitation, the New Tranche B Term Lenders) that:

(a) This Agreement and the transactions contemplated thereby are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action.

(b) This Agreement has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 4. Effectiveness. Except as expressly provided in the next succeeding paragraph of this Section 4, this Agreement shall become effective as of the date first above written (the “Effective Date”) when:

(a) the Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered on behalf of the Borrower, each of the other Loan Parties and each New Tranche B Term Lender, or as to any of the foregoing parties, evidence reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Agreement;

(b) the Administrative Agent shall have received (i) with respect to each Loan Party, secretary’s certificates of the type delivered to the Administrative Agent pursuant to Section 4.01(c) of the Credit Agreement, dated as of the Effective Date (including the attachments thereto), (ii) a certificate of a Responsible Officer of the Borrower confirming compliance with the conditions set forth in paragraph (d), (e) and (f) of this Section 4, (iii) a favorable written legal opinion (addressed to the Administrative Agent and the New Tranche B Term Lenders) of each of (A) Allen Overy Shearman Sterling LLP, counsel for the Loan Parties, and (B) local counsel in each jurisdiction where a Loan Party is organized and the laws of which are not covered by the opinion letter referred to in clause (A) of this paragraph, in each case, dated as of the Effective Date, substantially consistent in form with the legal opinions most recently

delivered by such counsel to the Administrative Agent pursuant to the Credit Agreement (other than changes to such form resulting from a change in law, a change in fact or a change to counsel’s form of legal opinion reasonably satisfactory to the Administrative Agent) and covering matters relating to the Loan Parties and this Agreement substantially consistent with the matters covered in the respective most recently delivered legal opinion (other than changes resulting from such legal opinion bringing down Collateral-related matters and not covering new creation or perfection of Liens on the Collateral) and (iv) a certificate from the chief financial officer of the Parent in substantially the form of Exhibit H to the Credit Agreement confirming the solvency of the Parent and its Subsidiaries on a consolidated basis after giving effect to this Agreement and the transactions contemplated hereby;

(c) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under or in connection with this Agreement or any other agreement entered into by any of the arrangers of the New Tranche B Term Loans or the Administrative Agent, on the one hand, and any of the Loan Parties, on the other hand, including those expenses set forth in Section 9 hereof, and including any accrued but unpaid interest and fees on the outstanding principal amount of the Tranche B Term Loans;

(d) the representations and warranties set forth in Section 3 hereof shall be true and correct as of the Effective Date;

(e) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date hereof, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, for purposes of the representation in Section 3.17 of the Credit Agreement, the reference to “the Closing Date” therein shall be deemed to refer to “the Refinancing Facility Agreement No. 2 Effective Date” and the reference to “the Transactions” shall be deemed to refer to the transactions contemplated by this Agreement;

(f) on the Effective Date and immediately after giving effect to this Agreement and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing;

(g) the Administrative Agent shall have received from the Borrower, in accordance with Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the funding of the New Tranche B Term Loans on the Effective Date (it being agreed that, notwithstanding anything to the contrary in the Amended Credit Agreement, the initial Interest Period for New Tranche B Term Loans borrowed on the Effective Date may be of such duration as shall have been separately agreed by the Borrower and the Administrative Agent and set forth in the Borrowing Request delivered with respect

thereto, and for the purpose of determining the Term SOFR Rate pursuant to the definition of such term, such Interest Period shall be deemed to have a tenor of one month);

(h) the Administrative Agent shall have received from the Borrower, in accordance with Section 2.11 of the Credit Agreement, a notice of prepayment with respect to the prepayment on the Effective Date of all the outstanding principal amount of the Tranche B Term Loans immediately prior to the Effective Date; and

(i) the New Tranche B Term Lenders shall have received, at least three business days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations with respect to the Borrower and each other Loan Party, including the USA PATRIOT Act, in each case to the extent requested in writing at least ten Business Days prior to the Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Reaffirmation. Each of the Borrower, Parent and each other Loan Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as modified by this Agreement, (b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the guarantees of the Loan Parties contained in the Guarantee Agreement and the grants of security interests by the Loan Parties contained in the Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect in respect of, and to secure, the Secured Obligations (including the New Tranche B Term Commitments and the Loans and other extensions of credit thereunder).

SECTION 6. Effects on Loan Documents; No Novation.

(a) Except as expressly set forth herein, this Agreement (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. On and after the Effective Date, (i) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Amended Credit Agreement, shall refer to the Credit Agreement as amended and otherwise modified hereby, and (ii) each reference to the “Credit Agreement” or

“Amended and Restated Credit Agreement” in any other Loan Document, shall, unless the context otherwise requires, refer to the Credit Agreement as amended and otherwise modified hereby. This Agreement shall constitute a “Loan Document” and a “Refinancing Facility Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

(b) This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the priority of any Security Document. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations outstanding under the Credit Agreement, the Guarantee Agreement or any Security Document, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 7. Applicable Law; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 8. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by electronic means (e.g., .pdf file) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement to the extent required under Section 9.03 of the Credit Agreement.

SECTION 10. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. AMERICAN AXLE & MANUFACTURING, INC.
	AAM CASTING CORP.
	AAM INTERNATIONAL HOLDINGS, INC.
	AAM MEXICO HOLDINGS LLC AAM NORTH AMERICA, INC. AAM POWDER METAL COMPONENTS, INC. ACCUGEAR, INC.
	ASP GREDE INTERMEDIATE HOLDINGS LLC
	ASP HHI HOLDINGS, INC. AUBURN HILLS MANUFACTURING, INC. COLFOR MANUFACTURING, INC. HHI FORMTECH, LLC
	IMPACT FORGE GROUP, LLC JERNBERG INDUSTRIES, LLC MD INVESTORS CORPORATION
	METALDYNE M&A BLUFFTON, LLC METALDYNE PERFORMANCE GROUP INC.
	METALDYNE POWERTRAIN COMPONENTS, INC.
	METALDYNE SINTERED RIDGWAY, LLC
	METALDYNE SINTERFORGED PRODUCTS, LLC
	MSP INDUSTRIES CORPORATION OXFORD FORGE, INC. PUNCHCRAFT MACHINING AND TOOLING, LLC
	TEKFOR, INC.


	By:	/s/ Shannon J. Curry
		Name: Shannon J. Curry
		Title: Vice President & Treasurer

[Refinancing Facility Agreement No. 2 Signature Page]

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a New Tranche B Term Lender
	By:	/s/ James Shender
		Name: James Shender
		Title: Executive Director

[Refinancing Facility Agreement No. 2 Signature Page]