Obligation Axle & Manufacturing America 6.25% ( US02406PAM23 ) en USD

Société émettrice Axle & Manufacturing America
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US02406PAM23 ( en USD )
Coupon 6.25% par an ( paiement semestriel )
Echéance 15/03/2021 - Obligation échue



Prospectus brochure de l'obligation American Axle & Manufacturing US02406PAM23 en USD 6.25%, échue


Montant Minimal 1 000 USD
Montant de l'émission 400 000 000 USD
Cusip 02406PAM2
Notation Standard & Poor's ( S&P ) B ( Très spéculatif )
Notation Moody's NR
Description détaillée American Axle & Manufacturing (AAM) 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 Axle & Manufacturing America ( Etas-Unis ) , en USD, avec le code ISIN US02406PAM23, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2021

L'Obligation émise par Axle & Manufacturing America ( Etas-Unis ) , en USD, avec le code ISIN US02406PAM23, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Axle & Manufacturing America ( Etas-Unis ) , en USD, avec le code ISIN US02406PAM23, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
424B5 1 d487253d424b5.htm 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)
6.25% Notes due March 15, 2021

$400,000,000

$54,560


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-175508-01
Registration No. 333-175508

Prospectus supplement
To prospectus dated July 12, 2011

Guaranteed by American Axle & Manufacturing Holdings, Inc. and certain of our subsidiaries
Interest on the notes wil be payable semiannually on March 15 and September 15 of each year, beginning September 15, 2013. The notes wil mature on March
15, 2021.
American Axle & Manufacturing, Inc. ("AAM Inc.") may redeem some or al of the notes at any time prior to March 15, 2016 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 March 15, 2016, 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 106.25% 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
1 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
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-14.
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%
$ 400,000,000
Underwriting discounts & commissions

1.375%

$
5,500,000
Proceeds, before expenses, to us(1)

98.625%

$ 394,500,000
(1)
Plus accrued interest from February 28, 2013 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 February 28, 2013.


Joint book-running managers

BofA Merrill Lynch

J.P. Morgan

Barclays

Citigroup

RBC Capital Markets
Senior co-managers

KeyBanc Capital Markets

US Bancorp
Co-managers

HSBC

Huntington Investment Company
The date of this prospectus supplement is February 14, 2013.
2 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents
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-9

Summary Consolidated Financial Data

S-12
Risk Factors

S-14
Use of Proceeds

S-21
Ratio of Earnings to Fixed Charges

S-21
Capitalization

S-22
Description of Certain Other Indebtedness

S-23
Description of the Notes

S-25
Material U.S. Federal Income Tax Considerations

S-40
Underwriting

S-44
Legal Matters

S-48
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

3 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
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


S-i
4 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents
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, 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.

S-i
5 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents
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 "wil ," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project" and similar words or expressions, as wel 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 wil not necessarily be accurate indications of the times at,
or by, which such performance or results wil 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 material y from those expressed in or
suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

· global economic conditions, including the impact of the 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);

· our ability or our customers' and suppliers' ability to successful y 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 respond to changes in technology, increased competition or pricing pressures;

· 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;

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

· 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;

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

· 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 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;

S-iii
6 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents
· 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;

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

· 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);

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

· our ability to attract and retain key associates;

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

· our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the potential costs of such
compliance;

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

· 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.

S-iv
7 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents

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 ("U.S.") (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 four-wheel drive and al -wheel drive axle requirements for these vehicle platforms. Sales to GM were approximately
73% of our total net sales in 2012 and 2011, and approximately 75% of our net sales in 2010.
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 typically 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 and its derivatives. Sales to Chrysler
were approximately 10% of our total net sales in 2012, 8% in 2011 and 9% in 2010. In addition to GM and Chrysler, we supply driveline systems and other
related components to Volkswagen AG ("Volkswagen"), Mack Trucks Inc. ("Mack Truck"), PACCAR Inc., Harley-Davidson Inc., Tata Motors, Nissan Motor
Co., Ltd. ("Nissan"), Ford Motor Company ("Ford"), Deere & Company, Scania AB, Audi AG ("Audi") and other original equipment manufacturers ("OEMs")
and Tier I supplier companies such as Jatco Ltd. and Hino Motors Ltd. Our net sales to customers other than GM increased to $792.6 million in 2012 as
compared to $710.0 mil ion in 2011 and $563.0 mil ion in 2010.
We estimate our principal served market to be approximately $33 bil ion, based on information available at the end of 2012. 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.


S-1
8 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents
Business strategy
We are focused on profitable net sales growth and strengthening our balance sheet by capitalizing on our competitive strengths and continuing to diversify
our customer, product, and geographic sales mix while providing exceptional value to our customers. Over the past several years, we have taken necessary
restructuring actions that al owed us to make significant, permanent structural cost reductions which have enabled us to be market cost competitive on a
global basis. We expect to benefit from these actions in the future as global economic conditions and the strength of the automotive industry continue to
improve.
We have aligned our business strategy to build value for our key stakeholders. This strategy emphasizes a commitment to deliver industry leading quality,
technology leadership and operational excellence. By focusing on this commitment, AAM can achieve our key critical business objectives of product and
customer diversification, globalization and solid financial performance. This strategy includes the fol owing actions:
Maintain our high quality standards which are the foundation of our product durability and reliability.

· AAM has an outstanding daily track record for delivering quality products, having averaged less than 10 discrepant parts per mil ion ("PPM") since 2003,
as measured by our largest customer.

· Our quality performance has resulted in improved warranty performance for our customers. As a result, customer incidents per thousand vehicles have
improved an average of 15% annual y since 2006, as measured by our largest customer.
Achieve technology leadership by delivering innovative driveline products which improve the diversification of our product portfolio while increasing our total
global served market.

· AAM's significant investment in research and development has resulted in the development of advanced technology products designed to assist our
customers in meeting the market demands for higher fuel-efficiency; lower emissions; more sophisticated electronic controls; improved safety, ride and
handling performance; and enhanced reliability and durability for light trucks, SUVs, passenger cars, crossover vehicles and commercial vehicles.

· AAM 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 further enhances AAM's technology leadership position by providing 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. AAM's EcoTracTM AWD
system wil be featured on a major passenger car and crossover vehicle program beginning in 2013.

· In the first quarter of 2012, we 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 and hybrid driveline systems designed to
improve fuel efficiency, reduce CO2 emissions and provide AWD capability. AAM now has 100% ownership of e-AAM, and wil continue engineering,
developing and commercializing electric and hybrid driveline systems for passenger cars and crossover vehicles.

· AAM has established a high efficiency product portfolio that is designed to improve axle efficiency and fuel economy through innovative product design
technologies. Our line-up of high efficiency axles for rear-wheel drive and AWD vehicles are now featured on GM's all-new Cadil ac ATS, which was
named the 2013 North American Car of the Year.


S-2
9 of 116
2/19/2013 8:46 AM


424B5
http://www.sec.gov/Archives/edgar/data/1062231/000119312513062912/d487253d424b5.htm
Table of Contents

Sustain our operational excel ence and focus on cost management to deliver exceptional value to our customers.

· Our focus on cost management has led to sustainable structural reductions in AAM's fixed cost structure. We continue to focus on cost management
through the implementation of the AAM Manufacturing System to improve quality, eliminate waste, reduce lead time and total costs global y.

· We successful y extended our stand alone United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") agreement that covers
hourly associates at our Three Rivers Manufacturing Facility to ensure market competitiveness at AAM's largest U.S. facility into 2017. We have also
negotiated collective bargaining agreements that cover our hourly associates at our Colfor Manufacturing Inc. and MSP Industries Corporation
subsidiaries into 2014 and 2017, respectively.

· With the closure of our Detroit Manufacturing Complex ("DMC") and Cheektowaga Manufacturing Facility ("CKMF") in 2012, we have achieved market
cost competitive labor structures at each of our global locations.
Diversify our business through the growth of new and existing customer relationships and expansion of our 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 included business with Volkswagen, Audi, Nissan, Ford, Mercedes-Benz, Daimler Truck, Tata Motors, Jaguar Land Rover, The Volvo Group and
Mahindra Navistar. New and expanded business launches in 2013 through 2015 include business with Chrysler-Fiat, Daimler Truck, Ford, Honda, Jaguar
Land Rover, Nissan, Tata Motors, The Volvo Group, Mercedes-Benz and others.

· 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 $1.25 bil ion of new and incremental business backlog launching from 2013 to 2015, of which approximately 65% relates
to AWD and RWD applications for passenger cars, crossover vehicles and driveline applications for the commercial vehicle market.

· Approximately 50% of our new and incremental business backlog launching from 2013 to 2015 is for customers other than GM. In addition, we are
quoting on approximately $500 mil ion in new business opportunities to continue the diversification and expansion of our customer base, product portfolio
and global footprint. Over 95% of these opportunities are for customers other than GM.
Achieve globalization by increasing our presence in growth markets to support our customers' global platforms.

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


S-3
10 of 116
2/19/2013 8:46 AM