Item 2.01 - Completion of Acquisition or Disposition of Assets
On
The foregoing description of the Purchase Agreement does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Purchase Agreement filed as Exhibit 2.1 to AAM's Current Report on Form 8-K
filed with the
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any financial or other information about AAM, the Purchaser or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to important qualifications and limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. AAM's investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of AAM, the Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by AAM.
Item 7.01 Regulation FD Disclosure
On
The information furnished in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This report may contain forward-looking statements including, without
limitation, statements with respect to the transaction and the anticipated
consequences and benefits of the transaction and other information relating to
matters that are not historical facts. These forward-looking statements involve
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements. These risks and
uncertainties include the factors detailed from time to time in the reports we
file with the
Item 9.01 - Financial Statements and Exhibits
(b) Pro forma financial information
Unaudited pro forma condensed financial information of
(d) Exhibits
Exhibit Number Description of Exhibit 2.1 Unit Purchase Agreement, dated as ofSeptember 18, 2019 , by and amongAmerican Axle & Manufacturing Holdings, Inc. ,Grede AcquisitionCo, Inc. and, for certain limited purposes,Grede TopCo, Inc. (incorporated herein by reference to Exhibit 2.1 toAmerican Axle & Manufacturing Holdings, Inc.'s Current Report on Form 8-K, filed with theSEC onSeptember 18, 2019 ). 99.1 Press Release issued by AAM onDecember 16, 2019 . 99.2 Unaudited pro forma condensed financial information. 104 Cover Page Interactive File (cover page tags are embedded within the Inline XBRL document).
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