METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) Files An 8-K Results of Operations and Financial Condition
Item2.02
|
Results of Operations and Financial Condition. |
In connection with the transactions contemplated by that certain
Agreement and Plan of Merger, dated as of November3, 2016, by and
among Metaldyne Performance Group Inc. (we or the
Company), American Axle Manufacturing Holdings, Inc.
(American Axle) and Alpha SPV I, Inc. (Merger Sub),
American Axle intends to commence an offering of its new senior
unsecured notes as contemplated by and described in the related
Registration Statement on Form S-4 (File No.333-215161), as
may be amended from time to time, filed by American Axle. The
Company has made available to American Axle in connection with
that proposed offering the Companys audited consolidated
financial statements as of December31, 2016 and 2015, and for
each of the years in the three year period ended December31,
2016, and related financial statement schedule, which are
attached hereto as Exhibit99.1 and Exhibit99.2,
respectively.
| Item8.01 | Other Events |
The disclosure set
forth in Item 2.02 of this Current Report on Form 8-K is hereby
incorporated by reference in its entirety into this Item
8.01.
Managements Annual
Report on Internal Control over Financial
Reporting
The Companys
management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Rule 13a-15(f) under the U.S. Securities Exchange
Act of 1934, as amended (the Exchange Act). The Companys
management, with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Companys internal control over financial
reporting based on the framework in Internal Control-Integrated
Framework (2013)issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this
evaluation, the Companys management has concluded that, as of
December31, 2016, the Companys internal control over financial
reporting was effective.
Because of its
inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to risk
that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Deloitte Touche
LLP, an independent registered public accounting firm, has
audited the effectiveness of the Companys internal control over
financial reporting as of December31, 2016 as stated in its
report which is included in Exhibit 99.3 attached hereto.
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
| 99.1 |
Audited consolidated financial statements of Metaldyne Performance Group Inc. as of December31, 2016 and 2015, and for each of the years in the three year period ended December31, 2016 (including reports of independent registered public accounting firms) |
|
| 99.2 |
Financial Statement Schedule for each of the years in the three year period ended December31, 2016, 2015, and 2014. |
|
| 99.3 |
Audit report of independent registered public accounting firm on internal control over financial reporting as of December31, 2016 |
|
| 99.4 |
Consent of Deloitte Touche LLP, independent registered public accounting firm |
|
| 99.5 |
Consent of KPMG LLP, independent registered public accounting firm |
The information
contained in Items 2.02 and 9.01 of this Current Report on Form
8-K shall be deemed filed for purposes of the Exchange
Act.
Cautionary Note
Regarding Forward-Looking Statements
This Current Form
on 8-K and the Exhibits filed hereby contain certain
forward-looking statements about the Companys financial results
and estimates and business prospects within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words such as expects, intends,
anticipates, plans, projects, believes, seeks, targets,
forecasts, estimates, will or other words of similar meaning and
include, but are not limited to, statements regarding the outlook
for the Companys
future business,
prospects and financial performance; the industry outlook, our
backlog and our 2016 financial guidance. Forward-looking
statements are based on managements current expectations and
assumptions, which are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict.
Actual outcomes and results may differ materially due to global
political, economic, business, competitive, market, regulatory,
and other factors and risks, among them being: volatility in the
global economy impacting demand for new vehicles and our
products; a decline in vehicle production levels, particularly
with respect to platforms for which we are a significant
supplier, or the financial distress of any of our major
customers; cyclicality and seasonality in the light vehicle,
industrial and commercial vehicle markets; our significant
competition; our dependence on large-volume customers for current
and future sales; a reduction in outsourcing by our customers,
the loss or discontinuation of material production or programs,
or a failure to secure sufficient alternative programs; our
failure to offset continuing pressure from our customers to
reduce our prices; our inability to realize all of the sales
expected from awarded business or fully recover pre-production
costs; our failure to increase production capacity or
over-expanding our production in times of overcapacity; our
reliance on key machinery and tooling to manufacture components
for powertrain and safety-critical systems that cannot be easily
replicated; program launch difficulties; a disruption in our
supply or delivery chain which causes one or more of our
customers to halt production; the damage to or termination of our
relationships with key third-party suppliers; work stoppages or
production limitations at one or more of our customers
facilities; a catastrophic loss of one of our key manufacturing
facilities; failure to protect our know-how and intellectual
property; the disruption or harm to our business as a result of
any acquisitions or joint ventures we make; a significant
increase in the prices of raw materials and commodities we use;
our failure to maintain our cost structure; the incurrence of
significant costs if we close any of our manufacturing
facilities; potential significant costs at our facility in
Sandusky, Ohio; the incurrence of significant costs, liabilities,
and obligations as a result of environmental requirements and
other regulatory risks; extensive and growing governmental
regulations; the incurrence of material costs related to legal
proceedings; our inability to recruit and retain key personnel;
any failure to maintain satisfactory labor relations; pension and
other postretirement benefit obligations; risks related to our
global operations; competitive threats posed by global operations
and entering new markets; foreign exchange rate fluctuations; our
substantial indebtedness; our inability, or the inability of our
customers or our suppliers, to obtain and maintain sufficient
debt financing, including working capital lines; our exposure to
a number of different tax uncertainties; and the mix of profits
and losses in various jurisdictions adversely affecting our tax
rate.
For the reasons
described above, we caution you against relying on any
forward-looking statements, which should also be read in
conjunction with the other cautionary statements that are
included elsewhere in this Current Form on 8-K or the Exhibits
filed hereby and in our other public filings, including under the
heading Risk Factors in our filings that we make from time to
time with the Securities and Exchange Commission. You should not
consider any list of such factors to be an exhaustive statement
of all the risks, uncertainties, or potentially inaccurate
assumptions that could cause our current expectations or beliefs
to change. Further, any forward-looking statement speaks only as
of the date on which it is made, and we undertake no obligation
to update or revise any forward-looking statement to reflect
events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events, except
as otherwise may be required by law.
Additional
Information and Where to Find It
This communication
is not intended to and shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. This communication may be deemed to be solicitation
material in connection with the proposed merger of the Company
with Merger Sub, to which the Company would become a wholly-owned
subsidiary of American Axle. In connection with the proposed
merger, American Axle has filed with the U.S. Securities and
Exchange Commission (the SEC) a registration statement on
FormS-4 (File No.333-215161) that includes a preliminary joint
proxy statement of the Company and American Axle and also
constitutes a preliminary prospectus of American Axle. The
Company and American Axle may also file other documents with the
SEC regarding the proposed merger. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
joint proxy statement/prospectus (when available) and other
documents if and when filed with the SEC by American Axle and the
Company through the
website maintained
by the SEC at www.sec.gov. Copies of documents filed with
the SEC by American Axle will be made available free of charge on
American Axles investor relations website. Copies of documents
filed with the SEC by the Company will be made available free of
charge on the Companys investor relations website.
Participants in the
Solicitation
The Company and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from its stockholders
in respect of the proposed merger. Information regarding the
Companys directors and executive officers is contained in the
Companys proxy statement for its 2016 Annual Meeting of
Stockholders, which was filed with the SEC on April11, 2016.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in
the joint proxy statement/prospectus (or will be contained in any
amendments or supplements thereto) and other relevant materials
to be filed with the SEC when they become available.
About METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG)
Metaldyne Performance Group Inc. provides components for use in engine, transmission and driveline (Powertrain) and chassis, suspension, steering and brake component (Safety-Critical) Platforms for the global light, commercial and industrial vehicle markets. The Company produces these components using complex metal-forming manufacturing technologies and processes for a customer base of vehicle original equipment manufacturers (OEMs) and Tier I suppliers. The Company operates through three segments: HHI, Metaldyne and Grede. The Company’s HHI segment manufactures metal-based components for the North American light vehicle market. The Company’s Metaldyne segment manufactures metal-based Powertrain products for the global light vehicle markets. The Company’s Grede segment manufactures cast, machined and assembled components for the light, commercial and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) Recent Trading Information
METALDYNE PERFORMANCE GROUP INC. (NYSE:MPG) closed its last trading session up +0.10 at 23.75 with 169,778 shares trading hands.