Bond AmerAxle Manufacturing Inc. 6.25% ( US02406PAY60 ) in USD

Issuer AmerAxle Manufacturing Inc.
Market price 100 %  ▲ 
Country  United States
ISIN code  US02406PAY60 ( in USD )
Interest rate 6.25% per year ( payment 2 times a year)
Maturity 14/03/2026 - Bond has expired



Prospectus brochure of the bond American Axle & Manufacturing Inc US02406PAY60 in USD 6.25%, expired


Minimal amount 1 000 USD
Total amount 400 000 000 USD
Cusip 02406PAY6
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating B2 ( Highly speculative )
Detailed description American Axle & Manufacturing Holdings, Inc. is a leading automotive supplier specializing in the design, engineering, and manufacturing of driveline and drivetrain systems, including axles, shafts, and related components, for light trucks, SUVs, and passenger cars.

Investors are currently evaluating the fixed-income offering from American Axle & Manufacturing Inc, a leading global Tier 1 supplier of driveline and metal forming technologies for the automotive industry. Identified by ISIN US02406PAY60 and CUSIP 02406PAY6, this bond is issued under United States jurisdiction. The USD-denominated obligation carries a fixed annual interest rate of 6.25%, with coupon payments disbursed twice per year. With a maturity date set for March 14, 2026, the bond is presently trading at 100% of its par value on the market. The total issuance size stands at $400,000,000, with a minimum investment threshold of $1,000 per purchase. Its credit quality is assessed by major rating agencies, receiving a B- rating from Standard & Poor's (S&P) and a B2 rating from Moody's. These ratings position the bond within the speculative-grade category, indicating a higher degree of credit risk for potential investors.







424B2 1 a2234856z424b2.htm 424B2
Use these links to rapidly review the document
Table of Contents Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-217033
Calculation of the Registration Fee



Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price

Registration Fee(1)

6.250% Senior Notes due 2026

$400,000,000

$49,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
To prospectus dated March 12, 2018
American Axle & Manufacturing, Inc.
$400,000,000
6.250% Senior Notes due 2026
Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries
Interest on the notes will be payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2018. The notes will
mature on March 15, 2026.
American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem some or all of the notes at any time prior to March 15, 2021 at a price equal to
100% of the principal amount of the notes plus the Applicable Premium (as defined herein under "Description of the Notes--Optional Redemption") as
of, and accrued and unpaid interest to, the redemption date. Thereafter, we may redeem the notes, in whole or in part, at the redemption prices set forth
in this prospectus supplement under "Description of the Notes--Optional Redemption." We may, on one or more occasions prior to March 15, 2021,
redeem up to 35% of the original principal amount of the notes with the net cash proceeds of one or more equity offerings at a price of 106.250% of the
principal amount thereof, plus accrued and unpaid interest to the redemption date. If we experience specified kinds of changes in control, we must offer
to purchase the notes, as described herein under "Description of the Notes--Change of Control."
The notes will be AAM Inc.'s senior unsecured obligations and will rank equally with all of AAM Inc.'s other existing and future senior
indebtedness. AAM Inc.'s obligations under the notes will be guaranteed on a senior unsecured basis, jointly and severally, by American Axle &
Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation, Metaldyne Performance Group Inc. ("MPG"), a wholly owned subsidiary of
Holdings, and certain of AAM Inc.'s and MPG's current and future subsidiaries (each a "Subsidiary Guarantor" and, together with MPG, the "Subsidiary
Guarantors").
Investing in the notes involves risks. See "Risk Factors" beginning on page S-13.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


criminal offense.





Per note

Total

Public offering price(1)

100.000%

$400,000,000

Underwriting discounts

1.375%

$5,500,000

Proceeds, before expenses, to us(1)

98.625%

$394,500,000

(1)
Plus accrued interest from March 26, 2018 if settlement occurs after that date.
We expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository Trust Company on or
about March 26, 2018.
Joint book-running managers
Citigroup
Barclays
BofA Merrill Lynch
J.P. Morgan
RBC Capital Markets
Senior Co-Managers
BMO Capital Markets

PNC Capital Markets LLC
Co-Managers
Citizens Capital

Huntington

US Bancorp

KeyBanc Capital
HSBC
Markets
Capital Markets
Markets
The date of this prospectus supplement is March 12, 2018.
Table of Contents
We have not, and the underwriters and their affiliates and agents have not, authorized any person to provide any information or represent
anything about us other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We do not, and the underwriters and their
affiliates and agents do not, take any responsibility for, and can provide no assurance as to the reliability of, information that others may
provide you.
We and the underwriters are offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement.
Table of Contents
Table of Contents
Prospectus Supplement

Page
About This Prospectus Supplement

S-ii
Forward-Looking Statements
S-iii
Summary

S-1
The Offering

S-7
Summary Consolidated Financial Data
S-10
Risk Factors
S-13
Use of Proceeds
S-20
Ratio of Earnings to Fixed Charges
S-21
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


Capitalization
S-22
Description of Certain Other Indebtedness
S-23
Description of the Notes
S-26
Material U.S. Federal Income Tax Considerations
S-41
Underwriting
S-45
Legal Matters
S-50
Experts
S-51
Prospectus

Page
RISK FACTORS

1
WHERE YOU CAN FIND MORE INFORMATION

1
AMERICAN AXLE & MANUFACTURING

2
USE OF PROCEEDS

3
PROSPECTUS

3
PROSPECTUS SUPPLEMENT OR TERM SHEET

4
FORWARD-LOOKING STATEMENTS

4
DESCRIPTION OF DEBT SECURITIES

6
DESCRIPTION OF GUARANTEES

37
DESCRIPTION OF DEBT WARRANTS

37
DESCRIPTION OF WARRANTS TO PURCHASE COMMON STOCK

39
DESCRIPTION OF COMMON STOCK

41
DESCRIPTION OF PREFERRED STOCK

45
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY DEBT SECURITIES

49
PLAN OF DISTRIBUTION

51
LEGAL MATTERS

53
EXPERTS

53
As used in this prospectus supplement, unless otherwise indicated or the context otherwise requires, the terms "the Company," "we," "us", "our"
and "AAM" refer to collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., the issuer, a Delaware corporation, and its direct and indirect
subsidiaries, including the Subsidiary Guarantors, (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation, and the
direct parent corporation of the issuer and (iii) Metaldyne Performance Group Inc., or MPG, a Delaware corporation and a wholly owned subsidiary of
Holdings and its direct and indirect subsidiaries, including the Subsidiary Guarantors. Holdings has no material operations or assets other than its
ownership of 100% of the issued and outstanding common stock of AAM Inc., the issuer of the notes, and MPG. "Underwriters" refers to the firms
listed in the section entitled "Underwriting" herein.
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange
Commission, or SEC, utilizing a "shelf" registration process. In this prospectus supplement, we provide you with specific information about the notes
that we are selling in this offering and about the offering itself. Both this prospectus supplement and the accompanying prospectus include or incorporate
by reference important information about us, the notes and other information that you should know before investing in the notes. This prospectus
supplement also adds, updates and changes information contained in or incorporated by reference into the accompanying prospectus. To the extent that
any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus or any of the
earlier-dated documents incorporated by reference into this prospectus supplement and the accompanying prospectus, you should rely on this prospectus
supplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under
"Where You Can Find More Information" in the accompanying prospectus before investing in the notes.
S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


In this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein, we make statements
concerning our expectations, beliefs, plans, objectives, goals, strategies and future events or performance. Such statements are "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial
position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target,"
and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of
the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those
statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially
from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited
to, those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 and in this prospectus supplement
as well as the following:
·
reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
·
reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
·
our ability to respond to changes in technology, increased competition or pricing pressures;
·
our ability to develop and produce new products that reflect market demand;
·
lower-than-anticipated market acceptance of new or existing products;
·
our ability to attract new customers and programs for new products;
·
risks inherent in our global operations (including adverse changes in trade agreements, such as NAFTA, tariffs, immigration policies,
political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);
·
a significant disruption in operations at one or more of our key manufacturing facilities;
·
global economic conditions;
·
our ability to successfully integrate the business and information systems of Metaldyne Performance Group, Inc. (MPG) and to realize
the anticipated benefits of the merger;
·
risks related to disruptions to ongoing business operations as a result of the merger with MPG, including disruptions to management
time;
·
risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology
threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
·
negative or unexpected tax consequences;
·
liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may
become a party, or the impact of product recall or field actions on our customers;
·
our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
S-iii
Table of Contents
·
supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural
disasters or otherwise;
·
our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
·
our ability to realize the expected revenues from our new and incremental business backlog;
·
our ability to maintain satisfactory labor relations and avoid work stoppages;
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


·
our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
·
price volatility in, or reduced availability of, fuel;
·
potential liabilities or litigation relating to, or assumed in, the MPG merger;
·
potential adverse reactions or changes to business relationships resulting from the completion of the merger with MPG;
·
our ability to protect our intellectual property and successfully defend against assertions made against us;
·
our ability to attract and retain key associates;
·
availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes
including acquisitions, as well as our ability to comply with financial covenants;
·
our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate
purposes;
·
changes in liabilities arising from pension and other postretirement benefit obligations;
·
risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at
our facilities or reputational damage;
·
adverse changes in laws, government regulations or market conditions affecting our products or our customers' products;
·
our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance;
and
·
other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any
facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Any forward-looking statement made
by us speaks only as of the date on which we made it. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
S-iv
Table of Contents

SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements (including the notes thereto) appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying
prospectus. Because this is a summary it may not contain all the information that may be important to you. You should read the entire prospectus
supplement and the accompanying prospectus, as well as any related free writing prospectus and the information incorporated by reference, before
making an investment decision. Some of the statements in this "Summary" are forward-looking statements. Please see "Forward-Looking Statements"
for more information regarding these statements.
Our Business
We are a global Tier I supplier to the automotive, commercial and industrial markets. We design, engineer, validate and manufacture driveline,
metal forming, powertrain and casting products, employing over 25,000 associates, operating at more than 90 facilities in 17 countries, to support our
customers on global and regional platforms with a continued focus on delivering operational excellence, technology leadership and quality.
We are the principal supplier of driveline components to General Motors Company (GM) for its full-size rear-wheel drive (RWD) light trucks and
SUVs manufactured in North America, supplying substantially all of GM's rear axle and four-wheel drive and all-wheel drive (4WD/AWD) axle
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


requirements for these vehicle platforms. We also supply GM with various products from each of our Metal Forming, Powertrain and Casting segments.
Sales to GM were approximately 47% of our consolidated net sales in 2017, 67% in 2016, and 66% in 2015.
We are also a supplier to GM for certain axles and other driveline products for the life of each GM vehicle program covered by Lifetime Program
Contracts and Long Term Program Contracts (collectively, LPCs). Substantially all of our sales to GM are made under purchase orders pursuant to
the LPCs. The LPCs have terms equal to the lives of the relevant vehicle programs or their respective derivatives, which typically run five to seven
years, and require us to remain competitive with respect to technology, design, quality and cost.
We also supply driveline system products to FCA US LLC (FCA) for heavy-duty Ram full-size pickup trucks and its derivatives, the AWD Jeep
Cherokee, and a passenger car driveshaft program. In addition we sell various products to FCA from each of our Metal Forming, Powertrain and
Casting segments. Sales to FCA were approximately 14% of our consolidated net sales in 2017, 18% in 2016 and 20% in 2015.
In addition to GM and FCA, we are a supplier to several major automotive Original Equipment Manufacturers (OEMs) and Tier I suppliers. Our
consolidated net sales to customers other than GM were $3,334.6 million in 2017 as compared to $1,287.8 million in 2016 and $1,317.1 million in
2015. The increase in sales to customers other than GM in 2017, as compared to 2016 and 2015, is primarily attributable to our acquisition of MPG.
Competitive Strengths
We achieve our strategic objectives by emphasizing a commitment to:
Sustaining our operational excellence and focus on cost management to deliver exceptional value to our customers.
·
In 2017, AAM received GM's 2016 Supplier of the Year Award, which is awarded to suppliers that consistently exceed GM's
expectations, create outstanding value or bring new innovations to the company.
S-1
Table of Contents
·
Also in 2017, we successfully launched approximately 75 programs and facilities across our four business units, and received new
business awards from a variety of customers, including a new contract further commercializing our electric driveline systems technology
at our e-AAM Driveline Systems AB (e-AAM) subsidiary.
·
We continue to focus on cost management through the implementation of the AAM Operating System to improve quality, eliminate
waste and reduce lead time and total costs globally.
·
We have established a cost competitive, operationally flexible global manufacturing, engineering and sourcing footprint to increase our
presence in global growth markets, support global product development initiatives and establish regional cost competitiveness.
·
Our business is vertically integrated to reduce cost and mitigate risk in the supply chain. Our acquisition of USM Mexico
Manufacturing LLC (USM Mexico) in the first quarter of 2017 furthered our efforts to vertically integrate the supply chain and helped
ensure continuity of supply for certain parts to our largest manufacturing facility.
Maintaining our high quality standards, which are the foundation of our product durability and reliability.
·
In 2017, the following facilities were recognized with the GM Supplier Quality Excellence Award for outstanding quality performance:
Auburn Hills Manufacturing Facility in Michigan, Bluffton Manufacturing Facility in Indiana, Chicago Manufacturing Facility in
Illinois, Colfor Minerva Manufacturing Facility in Ohio, Changshu Manufacturing Facility in China and Pyeongtaek Manufacturing
Facility in South Korea.
·
In 2017, our Twinsburg Manufacturing Facility in Ohio earned the highest score possible on GM's Built in Quality Supply Base (BIQS)
audit, and our Rayong Manufacturing Facility in Thailand earned Ford's Q1 Certification in recognition of the facility's high standards of
quality.
·
Also in 2017, our Ramos Manufacturing Facility in Mexico earned the FCA Outstanding Quality Award, our Swidnica Manufacturing
location in Poland earned the Jaguar Land Rover (JLR) "Q" Award, and our Oxford Manufacturing Facility in Michigan earned the Hino
Quality Achievement Award.
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


·
AAM has an enhanced internal quality assurance system that drives continuous improvement to meet and exceed the growing
expectations of our OEM customers.
Achieving technology leadership by delivering innovative products which improve the diversification of our product portfolio while increasing our
total global served market.
·
In our Driveline segment, AAM's significant investment in research and development (R&D) has resulted in the development of
advanced technology products designed to assist our customers in meeting the market demands for improved fuel efficiency; lower
emissions; enhanced power density; advanced, sophisticated electronic controls; improved safety, ride and handling performance; and
enhanced reliability and durability.
·
e-AAM was created to design and commercialize battery electric and hybrid driveline systems designed to improve fuel efficiency,
reduce CO2 emissions and provide AWD capability. e-AAM has secured two driveline systems contracts featuring patented e-AAMTM
electric driveline systems technology. One of these programs is expected to launch in 2018, while the other is expected to launch by
2020.
·
AAM's EcoTrac® Disconnecting AWD system is a fuel-efficient driveline system that provides OEMs the option of an all-wheel-drive
system that disconnects when not needed to improve fuel efficiency and reduce CO2 emissions compared to conventional AWD
systems. This technology is featured on GM's newly designed Chevrolet Equinox and GMC Terrain, as well as FCA's
S-2
Table of Contents
AWD Jeep Cherokee and its derivatives. We are currently designing the next generation of our EcoTrac® Disconnecting AWD system
(EcoTrac® Gen II), which is smaller, lighter in weight and recovers up to an estimated 90% of fuel penalty, compared to 80% currently.
EcoTrac® Gen II is expected to launch in 2018.
·
AAM has established a high-efficiency product portfolio that is designed to improve axle efficiency and fuel economy through
innovative product design technologies. As our customers focus on reducing weight through the use of aluminum and other
lightweighting alternatives, AAM is well positioned to offer innovative, industry leading solutions. Our portfolio includes high-
efficiency axles, aluminum axles and AWD applications for hybrid electric vehicles to full-electric vehicles. AAM's QuantumTM
lightweight axle technology features a revolutionary design, which offers significant mass reduction and increased fuel economy and
efficiency that is scalable across multiple applications without loss of performance or power.
·
In our Powertrain segment, we have identified opportunities to apply our high strength connecting rod technology and refined vibration
control systems to support hybrid powertrain systems and power dense four cylinder and three cylinder engines that are smaller in size.
·
In our Metal Forming segment, we have developed forged axle tubes, which deliver significant weight and cost reductions as compared
to the traditional welded axle tubes.
·
Our Casting segment has developed patented high strength ductile iron called Ductile--ITETM, which provides the potential to reduce
mass by up to 20% while providing greater overall strength. Also in our Casting segment, we have identified an opportunity to begin
utilizing three-dimensional printed sand cores in our production process, which has the potential to reduce costs and floor space
requirements.
·
We continue to invest in emerging technology such as torque biasing capability. We have developed capabilities in the areas of control
systems and mechatronics to further integrate electronic components such as motors, actuators, and sensors into AAM's mechanical
technology to enhance vehicle performance and provide superior torque management.
·
To accelerate AAM's technological advancements, we have established our Advanced Technology Development Center (ATDC) at our
Detroit campus. This state-of-the-art facility is our center for technology benchmarking, prototype development, advanced technology
development, supplier collaboration, customer showcasing and associate training on our future products, processes, and systems.
Diversification of Customer, Product and Geographic Sales Mix
Another element of building value for our key stakeholders is the diversification of our business through the growth of new and existing customer
relationships and expansion of our product portfolio.
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


·
We continue to evaluate and consider strategic opportunities that will complement our core strengths and supplement our diversification
strategies while providing future, profitable growth prospects. Our acquisition of MPG in 2017 was a key step in achieving our goals of
customer, product and geographic diversification.
·
In addition to maintaining and building upon our longstanding relationships with GM and FCA, we are focused on generating profitable
growth with new and existing global OEM customers. New business launches in 2017 included key customers such as Ford, Jaguar Land
Rover and Nissan.
·
We are working on approximately $1.5 billion in quoted and emerging new business opportunities. These opportunities would allow us
to continue the diversification and expansion of our customer base, product portfolio and global footprint.
S-3
Table of Contents
We are focused on increasing our presence in global markets to support our customers' platforms.
·
As our customers continue to design their products for global markets, they will require global support from their suppliers. For this
reason, it is critical that we maintain a global presence in these markets in order to remain competitive for new contracts. As a result of
our acquisition of MPG, we have expanded our global presence, primarily in Europe and Asia.
·
Our joint venture (JV) with Hefei Automobile Axle Co., Ltd. (HAAC), a subsidiary of the JAC Group (Anhui Jianghuai Automotive
Group Co., Ltd.), which includes 100% of HAAC's light commercial axle business, continues to be a strong advantage for building
relationships with leading Chinese light truck manufacturers. HAAC supplies front and rear beam axles to several leading Chinese light
truck manufacturers, including JAC and Foton (Beiqi Foton Motor Co., Ltd.).
Competition
We compete with a variety of independent suppliers and distributors, as well as with the in-house operations of certain vertically integrated
OEMs. Technology, design, quality and cost are the primary elements of competition in our industry segment. In addition to traditional competitors in
the automotive sector, the trend towards advanced electronic integration has increased the level of new market entrants, including technology
companies.
Industry Trends
There are a number of significant trends affecting the highly competitive global automotive industry. Intense competition, volatility in fuel, steel,
metallic and other commodity prices and significant pricing pressures remain. At the same time, the industry is focused on investing in future products
that will incorporate the latest technology and meet changing customer demands. The continued advancement of technology and product innovation, as
well as the capability to source programs on a global basis, are critical to attracting and retaining business in the global automotive industry.
Increased Demand for Fuel Efficiency and Emissions Reductions
There has been an increased demand for technologies designed to help reduce emissions, increase fuel economy and minimize the environmental
impact of vehicles. As a result, OEMs and suppliers are competing to develop and market new and alternative technologies, such as electric vehicles,
hybrid vehicles, fuel cells, and fuel-efficient engines. At the same time, OEMs and suppliers are improving products to increase fuel economy and
reduce emissions through lightweighting and efficiency initiatives.
We are responding with ongoing research and development (R&D) efforts that focus on fuel economy, emissions reductions and environmental
improvements by integrating electronics and technology. Through the development of our EcoTrac® Disconnecting AWD system, e-AAMTM hybrid
and electric driveline systems, QuantumTM lightweight axle technology, high-efficiency axles, PowerLite® axles and PowerDense® gears, high
strength connecting rod technology and refined vibration control systems, forged axle tubes, and high strength ductile iron Ductile--ITETM, we have
significantly advanced our efforts to improve fuel efficiency, safety, and ride and handling performance while reducing emissions and mass. These
efforts have led to new business awards and further position us to compete in the global marketplace.
In addition to AAM's organic growth in technology and processes, our acquisition of MPG has provided us with complementary technologies,
expanded our product portfolio, significantly diversified our global customer base, and strengthened our long-term financial profile through greater
scale. The
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


S-4
Table of Contents
anticipated synergies of this acquisition are expected to enhance AAM's ability to compete in today's technological and regulatory environment, while
remaining cost competitive through increased scale and integration.
Evolution of the Automotive Industry as Demand for Car-Sharing, Ride-Sharing and Autonomous Vehicles Increases
OEMs are increasingly focused on offering their own car-sharing rental businesses and ride-sharing services, in addition to selling vehicles. Car-
sharing typically allows consumers to rent a car for a short period of time, while ride-sharing matches people to available carpools or other services that
provide on-demand rides with the use of an online application. With continued urbanization, population growth and increased government regulations
to ease congestion, it is expected that the markets for these services will continue to grow. As such, many OEMs are exploring and expanding their own
car-sharing and ride-sharing efforts.
Another trend developing is the expectation that autonomous, self-driving cars will become more common with continued advancements in
technology. Autonomous vehicles present many possible benefits, such as a reduction in deadly traffic collisions caused by human error and reduced
traffic congestion, but there are also foreseeable challenges such as liability for damage and software reliability. The increased integration of electronics
that will likely be required in autonomous vehicle developments will provide an opportunity for suppliers, such as AAM, with advanced capabilities in
this area to be competitive in this expanding market.
Increase in Demand for Electronic Integration
The electronic content of vehicles continues to expand, largely driven by consumer demand for greater vehicle performance, enhanced
functionality, and affordable convenience options. As electronic components become an increasingly larger focus for OEMs and suppliers, the industry
will likely continue to see the addition of new market entrants from non-traditional automotive companies, including increased competition from
technology companies. An area of focus will be the product development cycle and bridging the gap between the shorter development cycles of IT
hardware and software and the longer development cycles of traditional powertrain components. AAM's product portfolio, including e-AAMTM hybrid
and electric driveline systems, EcoTrac® Disconnecting AWD system, VecTracTM Torque Vectoring Technology and TracRite® Differential
Technology, are examples of AAM's enhanced capabilities in electronic integration.
Global Automotive Production and Industry Consolidation
Asia and Eastern Europe continue to be an area of focus for automotive capital investment as well as strategic regions for innovation and new
product development. As our customers design their products for global markets, they will continue to require global support from their suppliers. For
this reason, it is critical that suppliers maintain a global presence in these markets in order to compete for new contracts. As a result of our acquisition
of MPG, we have expanded our global presence, primarily in Europe and Asia. We also have engineering offices around the world to support our global
locations and provide technical solutions to our customers on a regional basis.
The cyclical nature of the automotive industry, volatile commodity prices, the shifting demands of consumer preference, regulatory requirements
and trade agreements require OEMs and suppliers to remain agile with regard to product development and global capability. A critical objective for
OEMs and suppliers will be the ability to meet these global demands while effectively managing costs. OEMs and suppliers are preparing for these
challenges through merger and acquisition activity, development of strategic partnerships and reduction of vehicle platform complexity. In order to
effectively drive technology development, recognize cost synergies, and increase global footprint, the
S-5
Table of Contents
industry may continue to see consolidation in the supply base as companies recognize and respond to the need for scalability. Our acquisition of MPG
is a critical step in achieving the aforementioned objectives.
Recent Developments
https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


Concurrent Tender Offer for 6.250% Notes
Concurrently with this offering, we are conducting a tender offer (the "Tender Offer") to purchase any and all of our outstanding 6.250% Senior
Notes due 2021 (the "6.250% Notes"). $400.0 million aggregate principal amount of our 6.250% Notes are outstanding. The closing of this offering is
not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned upon the completion of this offering, as well as other
conditions. We currently intend to, at our sole discretion, redeem any 6.250% Notes that are not tendered in the Tender Offer in accordance with the
terms of the indenture governing the 6.250% Notes.
This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell the 6.250% Notes. The Tender Offer is being made only
by and pursuant to the terms of a separate offer to purchase.
Assuming the purchase of 100% of our outstanding 6.250% Notes pursuant to the concurrent tender offer described above, we expect to incur
approximately $8.0 million of debt refinancing and redemption costs in the first half of 2018.
S-6
Table of Contents

THE OFFERING
The following is a brief summary of the terms of this offering of the notes and the guarantees. For a more complete description, see "Description of
the Notes" in this prospectus supplement and the accompanying prospectus.
Issuer
American Axle & Manufacturing, Inc.
Notes Offered
$400 million aggregate principal amount of 6.250% senior notes due March 15, 2026.
Maturity
The notes will mature on March 15, 2026 unless redeemed earlier by us as described in "Description of the
Notes--Optional Redemption."
Interest Payment Dates
March 15 and September 15 of each year, beginning on September 15, 2018. Interest will accrue from
March 26, 2018.
Guarantees
The notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by
Holdings, MPG and each of AAM Inc.'s and MPG's subsidiaries that guarantees our obligations under the
New Senior Secured Credit Facilities (as defined herein), and certain of our future subsidiaries. See
"Description of the Notes--Guarantees."

At the time the notes are assigned an investment grade rating by both Standard & Poor's Ratings Services, a
division of S&P Global, Inc. ("Standard & Poor's"), and Moody's Investors Service, Inc. ("Moody's Investors
Service") and no default or event of default has occurred or is continuing, we may elect to suspend the
subsidiary guarantees. If either rating on the notes should subsequently decline to below investment grade,
the subsidiary guarantees will be reinstated.
Ranking
The notes will be our senior unsecured obligations and, as guaranteed, will rank equally in right of payment
to the senior indebtedness of AAM Inc. and the Guarantors (as defined herein), effectively junior to all of
the secured indebtedness (including obligations with respect to the Credit Agreement (as defined herein)) of
AAM Inc., Holdings and the Subsidiary Guarantors, to the extent of the value of the assets securing that
indebtedness, and effectively junior to all indebtedness and other liabilities of our non-guarantor
Subsidiaries (as defined herein). See "Description of the Notes--Ranking."

As of December 31, 2017, after giving effect to the offering of the notes and the application of proceeds
therefrom, including the assumed purchase (or subsequent redemption) of 100% of the outstanding 6.250%
Notes in the concurrent Tender Offer, there would have been outstanding:

https://www.sec.gov/Archives/edgar/data/1062231/000104746918001621/a2234856z424b2.htm[3/14/2018 1:32:03 PM]


Document Outline