Obligation AmerAxle Manufacturing Inc. 6.625% ( US02406PAL40 ) en USD

AmerAxle Manufacturing Inc.

100 % ▼

Etats-unis

US02406PAL40 ( en USD )

6.625% par an ( paiement semestriel )

14/10/2022 - Obligation échue

Prospectus brochure de l'obligation American Axle & Manufacturing Inc US02406PAL40 en USD 6.625%, échue

1 000 USD

450 000 000 USD

02406PAL4

NR

N/A

American Axle & Manufacturing Inc. est un fabricant mondial de composants automobiles, spécialisé dans les essieux, les arbres de transmission et d'autres systèmes de transmission pour véhicules légers, poids lourds et véhicules utilitaires.

L'Obligation émise par AmerAxle Manufacturing Inc. ( Etats-unis ) , en USD, avec le code ISIN US02406PAL40, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2022
L'Obligation émise par AmerAxle Manufacturing Inc. ( Etats-unis ) , en USD, avec le code ISIN US02406PAL40, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Form 424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312512381019...
424B5 1 d406387d424b5.htm FORM 424B5
Table of Contents
Calculation of the Registration Fee

Title of Each Class of
Proposed Maximum
Amount of
Securities Offered

Aggregate Offering Price
Registration Fee(1)
6.625% Notes due October 15, 2022

$550,000,000

$63,030
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus supplement

Filed Pursuant to Rule 424(b)(5)
To prospectus dated July 12, 2011

Registration No. 333-175508-01

Registration No. 333-175508
Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries
Interest on the notes wil be payable semiannually on April 15 and October 15 of each year, beginning April 15, 2013.
The notes wil mature on October 15, 2022.
American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem some or al of the notes at any time prior to October 15,
2017 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest plus a "make-whole"
premium. 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". We may on one or more occasions prior to October 15, 2015, 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 106.625% of the principal amount thereof. 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 wil be AAM Inc.'s senior unsecured obligations and wil rank equal y with al of AAM Inc.'s other existing and
future senior unsecured indebtedness. AAM Inc.'s obligations under the notes wil be guaranteed on a senior unsecured
basis, jointly and several y, by American Axle & Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation,
and certain of AAM Inc.'s current and future subsidiaries (the "Subsidiary Guarantors," and, together with Holdings, the
"Guarantors"). The notes wil be effectively junior to AAM Inc.'s existing and future secured indebtedness and structurally
subordinated to the liabilities of AAM Inc.'s non-guarantor subsidiaries.
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 criminal offense.

Per note

Total

Public offering price(1)

100.000%
$550,000,000
Underwriting discounts & commissions

1.375%

$ 7,562,500
Proceeds, before expenses, to us(1)

98.625%
$542,437,500
(1) Plus accrued interest from September 17, 2012 if settlement occurs after that date.
We expect that delivery of the notes wil be made to investors in book-entry form through The Depository Trust Company
on or about September 17, 2012.

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Joint book-running managers

J.P. Morgan

BofA Merrill Lynch

Barclays

Citigroup
RBC Capital Markets
Senior co-managers

KeyBanc Capital Markets

US Bancorp
Co-manager

HSBC

Huntington Investment Company
The date of this prospectus supplement is September 4, 2012

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In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We and the underwriters have not
authorized anyone to provide you with any other information. If you receive any other information, you should
not rely on it.
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.

Prospectus Supplement

Page
About this prospectus supplement
S-ii

Forward-looking statements
S-iii

Summary
S-1

The offering
S-8

Summary consolidated financial data
S-10
Risk factors
S-13
Use of proceeds
S-20
Ratio of earnings to fixed charges
S-20
Capitalization
S-21
Description of certain other indebtedness
S-22
Description of the notes
S-24
Material U.S. federal income tax considerations for non-U.S. holders
S-40
Underwriting
S-44
Experts
S-48
Prospectus

Page
Risk factors
1

Where you can find more information
1

American Axle & Manufacturing
2

Use of proceeds
2

Prospectus
2

Prospectus supplement or term sheet
3

Forward-looking statements
3

Description of debt securities
5

Description of guarantees
33

Description of debt warrants
33

Description of warrants to purchase common stock
35

Description of common stock
37

Description of preferred stock
41

Special provisions relating to foreign currency debt securities
44

Plan of distribution
46

Legal matters
47

Experts
47

In this prospectus supplement, except as otherwise indicated or the context otherwise requires, "the company", "we",
"us" and "our" refer to col ectively (i) American Axle & Manufacturing,

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Inc., or AAM Inc., the issuer, a Delaware corporation, and its direct and indirect subsidiaries, including the Subsidiary
Guarantors, and (i ) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation and the direct
parent corporation of the issuer. 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. The "underwriters" refers to the firms listed
in the section entitled "Underwriting" herein.
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 sel ing 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 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, the statements made in the accompanying prospectus are deemed
modified or superseded by the statements made in this prospectus supplement. You should read both this prospectus
supplement and the accompanying prospectus as wel as additional information described under "Where you can find
more information" in the prospectus before investing in the notes.

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Certain statements in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference herein, are forward-looking in nature and relate to trends and events that may affect our
future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The terms "wil ," "expect," "anticipate," "intend," "project" and similar
words or expressions are intended to identify forward-looking statements. These statements speak only as of their date.
The statements are based on our current expectations, are inherently uncertain, are subject to risks and should be
viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result
of many factors, including, but not limited to:

· global economic conditions, including the impact of the current sovereign debt crisis in the Euro-zone;

· reduced purchases of our products by General Motors Company ("GM"), Chrysler Group LLC ("Chrysler") or other
customers;

· reduced demand for our customers' products (particularly light trucks and sport utility vehicles ("SUVs") produced by
GM and Chrysler);

· liabilities arising from warranty claims, product recal , product liability and legal proceedings to which we are or may
become a party;

· our ability to realize the expected revenues from our new business backlog;

· our ability or our customers' and suppliers' ability to successful y launch new product programs on a timely basis;

· our ability to achieve the level of cost reductions required to sustain global cost competitiveness;

· our ability to attract new customers and programs for new products;

· 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;

· changes in liabilities arising from pension and other postretirement benefit obligations;

· our ability to respond to changes in technology, increased competition or pricing pressures;

· price volatility in, or reduced availability of, fuel;

· our ability to maintain satisfactory labor relations and avoid work stoppages;

· our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work
stoppages;

· risks inherent in our international operations (including adverse changes in political stability, taxes and other law
changes, potential disruptions of production and supply and currency rate fluctuations);

· availability of financing for working capital, capital expenditures, research & development ("R&D") or other general
corporate purposes, including our ability to comply with financial covenants;

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· our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general
corporate purposes;

· our ability to develop and produce new products that reflect market demand;

· lower-than-anticipated market acceptance of new or existing products;

· adverse changes in laws, government regulations or market conditions affecting our products or our customers'
products (such as the Corporate Average Fuel Economy ("CAFE") regulations);

· our ability to consummate and integrate acquisitions and joint ventures;

· risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in
unforeseen costs at our facilities;

· our ability to attract and retain key associates;

· other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify al 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.

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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 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 Tier I supplier to the automotive industry. We manufacture, engineer, design and validate driveline and
drivetrain systems and related components and chassis modules for light trucks, SUVs, passenger cars, crossover
vehicles and commercial vehicles. Driveline and drivetrain systems include components that transfer power from the
transmission and deliver it to the drive wheels. Our driveline, drivetrain and related products include axles, chassis
modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driveheads,
transmission parts and metal-formed products. In addition to locations in the United States (Michigan, Ohio, Indiana
and Pennsylvania), we also have offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico,
Poland, Scotland, South Korea, Sweden and Thailand.
We are the principal supplier of driveline components to GM for its rear-wheel drive ("RWD") light trucks and SUVs
manufactured in North America, supplying substantial y all of GM's rear axle and front four-wheel drive ("4WD") and
al -wheel drive ("AWD") axle requirements for these vehicle platforms. Sales to GM were approximately 73% of our
total net sales in 2011, 75% in 2010 and 78% in 2009; and 74% in the first six months of 2012 as compared to 73%
in the first six months of 2011.
We are the sole-source supplier to GM for certain axles and other driveline products for the life of each GM vehicle
program covered by a Lifetime Program Contract ("LPC"). Substantial y al of our sales to GM are made pursuant to
the LPCs. The LPCs have terms equal to the lives of the relevant vehicle programs or their respective derivatives,
which typical y run 5 to 7 years, and require us to remain competitive with respect to technology, design and quality.
We are also the principal supplier of driveline system products for Chrysler's heavy-duty Ram ful -size pickup trucks
("Ram program") and its derivatives. Sales to Chrysler were approximately 8% of our total net sales in 2011, 9% in
2010 and 8% in 2009; and approximately 9% in the first six months of 2012 and 2011. In addition to GM and
Chrysler, we supply driveline systems and other related components to Volkswagen AG ("Volkswagen"), Audi AG
("Audi"), Scania AB, Mack Trucks Inc. ("Mack Truck"), PACCAR Inc., Nissan Motor Co., Ltd. ("Nissan"), Harley-
Davidson Inc., Tata Motors, Ford Motor Company ("Ford"), Deere & Company and other original equipment
manufacturers ("OEMs") and Tier I supplier companies. Our net sales to customers other than GM increased to
$710.0 mil ion in 2011 as compared to $563.0 mil ion in 2010 and $331.2 mil ion in 2009; and $391.8 mil ion in the
first six months of 2012 as compared to $361.1 mil ion in the first six months of 2011.
We estimate our principal served market to be approximately $37 bil ion, based on information available at year-end
2011. Our principal served market is the global driveline market, which consists of driveline, drivetrain and related
components and chassis modules for light trucks, SUVs, passenger cars, crossover vehicles and commercial
vehicles.

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Business strategy
We are focused on profitably growing our net sales and strengthening our balance sheet by providing exceptional
value to our customers, capitalizing on our competitive strengths and continuing to diversify our customer, product,
and geographic sales mix. Over the past several years, we have implemented a Restructuring, Resizing and Profit
Recovery plan that allowed us to achieve a cost structure in line with current and projected levels of customer
demand and market requirements. The plan has proven successful, yielding significant, permanent structural cost
reductions and has al owed us to drive down our operating breakeven level. These actions positioned us to
significantly improve our profitability and free cash flow performance. We expect to benefit from these actions in the
future as global economic conditions and the strength of the automotive industry continue to improve.
While continuing to emphasize our track record of operational excellence, we are focused on accelerating progress
on three critical business objectives: profitable sales growth, improving business diversification and strengthening our
balance sheet. These critical business objectives include the fol owing actions:
Sustaining our operational excellence and focus on cost management to deliver exceptional value to our customers
and enhance profitability.

· Our focus on cost management has led to sustainable structural cost reductions in AAM's fixed cost structure and
reduced our operating breakeven to a U.S. Seasonal y Adjusted Annual Rate of sales ("U.S. SAAR") equivalent of
approximately 10 mil ion vehicle units.

· We successful y extended our stand alone agreement with the United Automobile, Aerospace and Agricultural
Implement Workers of America ("UAW") that covers hourly associates at our Three Rivers Manufacturing Facility
to ensure market competitiveness at AAM's largest U.S. facility through 2017. We also successful y negotiated a
collective bargaining agreement that covers our hourly associates at our Colfor Manufacturing subsidiary through
2014.
Advancing the diversification and innovation of our product portfolio to increase our total global served market.

· We have invested over $1.0 bil ion in R&D since 1994, resulting in the development of products with industry
leading technology for driveline and drivetrain systems and related components for light trucks, SUVs, passenger
cars, crossover vehicles and commercial vehicles.

· We have accelerated the development and launch of products for passenger cars and crossover vehicles and the
global light truck and commercial vehicle markets. We have approximately $1.2 bil ion of new business backlog
launching from 2012 to 2014, of which approximately two-thirds relates to AWD and RWD applications for
passenger cars, crossover vehicles and driveline applications for the commercial vehicle market.

· In the first quarter of 2012, AAM paid $4.0 mil ion to acquire the remaining shares of e-AAM Driveline Systems AB
("e-AAM"). e-AAM, previously a joint venture between AAM and Saab Automobile AB ("Saab"), was created to
design and commercialize electric all-wheel drive ("eAWD") systems designed to improve fuel efficiency, reduce
CO2 emissions and provide AWD capability. AAM now has 100% ownership and wil continue engineering,
developing and commercializing eAWD hybrid driveline systems for passenger cars and crossover vehicles.

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· We also won an industry-first order for our EcoTracTM disconnecting AWD technology. AAM's EcoTracTM AWD
system is a fuel-efficient and environmental y friendly driveline system that provides OEMs the option of an AWD
system that disconnects when not needed to improve fuel efficiency and reduce CO2 emissions compared to
conventional AWD systems. AAM's EcoTracTM AWD system wil be featured on major global passenger car and
crossover vehicle programs beginning in 2013.
Growing new customer relationships to improve the diversification of our customer base and product portfolio.

· In addition to maintaining and building upon our long standing relationships with GM and Chrysler, we have focused
on generating profitable growth with new and existing global OEM customers, as wel as commercial vehicle,
off-road and emerging market OEMs. As a result, new business launches in 2012 through 2014 include business
with Volkswagen, Audi, Chrysler-Fiat, Nissan, Ford, Beijing Benz Automobile Co., Ltd., Daimler Truck, Tata
Motors, Jaguar Land Rover, Volvo Powertrain Group and Mahindra Navistar.

· Approximately 75% of the awards in our new business backlog launching from 2012 to 2014 are for customers
other than GM. In addition, we are quoting on over $900 mil ion in new business opportunities to continue the
diversification and expansion of our customer base, product portfolio and global footprint. Approximately 90% of
these opportunities are for customers other than GM.
Increasing our presence in global growth markets to support our customers' global platforms and establish regional
cost competitiveness.

· Over the past few years, we have significantly increased our installed capacity in cost competitive global growth
markets to support current and future opportunities. Specific actions include expanding facilities in Brazil, Mexico
and Poland and constructing new facilities in India and Thailand.

· In 2011, we also expanded our existing joint venture with Hefei Automobile Axle Co., Ltd. ("HAAC"), a subsidiary of
the JAC Group (Anhui Jianghuai Automotive Group Co., Ltd.) ("JAC") to include 100% of HAAC's light commercial
axle business. By adding the light and medium duty commercial axle business, this expanded joint venture wil
supply front and rear beam axles to several leading Chinese light truck manufacturers, including JAC and BAIC
Foton, making AAM the second largest axle supplier in China's light commercial truck segment.

· Approximately 55% of our $1.2 bil ion of new business backlog launching from 2012 to 2014 is for end use
markets outside the U.S. and approximately 70% has been sourced to our manufacturing facilities outside the U.S.
Competition and strengths
We compete with a variety of independent suppliers and distributors, as wel as with the in-house operations of
certain OEMs. Our principal competitors include Dana Holding Corporation, GKN plc, Magna International Inc., ZF
Friedrichshafen AG, Linamar Corporation, Meritor Inc. and the in-house operations of various global OEMs, such as
Chrysler and Ford. The sector is also attracting new competitors from Asia, some of whom are entering both of our
product lines through acquisition of OEM non-core operations.

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