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AMERICAN AXLE & MANUFACTURING HOLDINGS INC : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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12/16/2019 | 05:03 pm

Item 2.01 - Completion of Acquisition or Disposition of Assets



On December 16, 2019, American Axle & Manufacturing Holdings, Inc., a Delaware
corporation ("AAM"), completed the previously announced sale (the "Sale") of the
entities that operate AAM's U.S. iron casting operations pursuant to the terms
of a Unit Purchase Agreement (the "Purchase Agreement"), dated as of September
18, 2019
, by and among AAM, Grede AcquisitionCo, Inc., a Delaware Corporation
(the "Purchaser"), and, for certain limited purposes, Grede TopCo, Inc., a
Delaware corporation ("TopCo"). AAM received net proceeds of approximately
$141.2 million in cash from the Sale, which are subject to customary
post-closing adjustments, as well as a $60.0 million deferred payment
obligation. Except in the case of certain acceleration events, TopCo will have
twelve years after the closing of the Sale to pay (or cause to be paid) the
deferred payment of $60.0 million which will accrue interest at the rate of 6%
per annum from January 1, 2020. The Sale did not include the entities that
conduct AAM's iron casting operations in El Carmen, Mexico. The Purchaser and
TopCo are entities affiliated with Gamut Capital Management, L.P.



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 Securities and Exchange Commission on September 18, 2019, which
is incorporated herein by reference.



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 December 16, 2019, AAM issued a press release announcing the closing of the
Sale. A copy of this press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.



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 SEC, including those described under "Risk Factors" in our Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q. These
forward-looking statements speak only as of the date of this report. We
expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.



Item 9.01 - Financial Statements and Exhibits



(b) Pro forma financial information



Unaudited pro forma condensed financial information of American Axle &
Manufacturing Holdings, Inc.
giving effect to the Sale and related notes
thereto, including such information required by Article 11 of Regulation S-X, is
attached as Exhibit 99.2 and incorporated herein by reference.



(d) Exhibits




Exhibit
Number Description of Exhibit
2.1 Unit Purchase Agreement, dated as of September 18, 2019, by and
among American Axle & Manufacturing Holdings, Inc., Grede
AcquisitionCo, Inc.
and, for certain limited purposes, Grede TopCo,
Inc.
(incorporated herein by reference to Exhibit 2.1 to American Axle
& Manufacturing Holdings, Inc.'s
Current Report on Form 8-K, filed
with the SEC on September 18, 2019).
99.1 Press Release issued by AAM on December 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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