Cooper-Standard Holdings Inc 8-K, filed Feb 17, 2026
Cooper-Standard Holdings Inc. (CPS)
8-K
2026-02-17
For: 2026-02-17
View Original
Added on
April 06, 2026
About this 8-K
Cooper-Standard Holdings Inc filed this 8-K on February 17, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) – February 17, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip code) | ||||||||||
Registrant’s telephone number, including area code (248 ) 596-5900
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Notes Offering
On February 17, 2026, Cooper-Standard Holdings Inc. (the “Company” or “we”) issued a press release to announce that our wholly-owned subsidiary, Cooper-Standard Automotive Inc. (the “Issuer”), commenced a private offering (the “Offering”) of $1.1 billion aggregate principal amount of Senior Secured First Lien Notes due 2031 (the “New Notes”).
The Issuer intends to use the net proceeds from the Offering, together with cash on hand, to (i) redeem all of its outstanding 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “Existing First Lien Notes”), 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Existing Third Lien Notes”) and 5.625% Senior Notes due 2026 (the “Existing Unsecured Notes”) at the applicable redemption prices including premiums, if any; and (ii) pay fees and expenses related to the Offering and such redemptions.
The Offering is subject to market conditions and other factors. The New Notes and related guarantees have not, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction. The New Notes may not be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption. The New Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulations S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the New Notes and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer solicitation or sale would be unlawful. This Current Report is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Notes Redemption
On February 17, 2026, the Issuer issued conditional redemption notices pursuant to the indentures governing the Existing First Lien Notes, Existing Third Lien Notes and Existing Unsecured Notes, as applicable, to redeem (i) all of the Existing First Lien Notes on March 4, 2026 at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date, (ii) all of the Existing Third Lien Notes on March 4, 2026 at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date and (iii) all of the Existing Unsecured Notes on March 4, 2026 at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.
Each such notice of redemption is conditioned upon the consummation by the Issuer of one or more refinancing transactions on terms satisfactory to the Issuer yielding net proceeds to the Issuer on or prior to the applicable redemption date that are sufficient to pay in full the aggregate redemption prices, including applicable premiums and accrued and unpaid interest, for the Redemptions and fees and expenses thereof and as such, the redemption dates may be delayed if such condition is not satisfied.
This Current Report on Form 8-K does not constitute a notice of redemption nor an offer to sell or the solicitation of an offer to buy any security (including the Existing First Lien Notes, the Existing Third Lien Notes and the Existing Unsecured Notes and in each case, the related guarantees), nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Forward-looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook,” “guidance,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; the effects of any U.S. government shutdown and its impact on our customers; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and
production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruptions in our supply base or our customers’ supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws and regulations; changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; our dependence on our subsidiaries for cash to satisfy our obligations; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.
You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this Current Report on Form 8-K and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.
This Current Report on Form 8-K also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. For additional discussion, see “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
Exhibit No. | Description | ||||
99.1 | |||||
104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cooper-Standard Holdings Inc.
| /s/ MaryAnn Peterson Kanary | ||||||||
| Name: | MaryAnn Peterson Kanary | |||||||
| Title: | Senior Vice President, Chief Legal Officer and Secretary | |||||||
Date: February 17, 2026
Exhibit 99.1
Cooper Standard Announces Proposed Private Offering of $1.1 Billion of Senior Secured First Lien Notes
NORTHVILLE, Mich., February 17, 2026 -- Cooper-Standard Holdings Inc. (NYSE: CPS) (“Cooper Standard,” “Company” or “we”) today announced that its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (the “Issuer”), intends, subject to market and other customary conditions, to offer $1.1 billion in aggregate principal amount of Senior Secured First Lien Notes due 2031 (the “Notes”) in a private offering. The Notes will be the senior secured obligations of, and will be guaranteed on a senior secured basis by, CS Intermediate HoldCo 1 LLC and certain of the Issuer’s domestic subsidiaries that guarantee certain other indebtedness. The Notes will also be guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V., which also guarantees the Issuer’s senior asset-based revolving credit facility.
The Issuer intends to use the net proceeds from the Notes offering, together with cash on hand, to (i) redeem all of its existing and outstanding 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027, 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 and 5.625% Senior Notes due 2026 at the applicable redemption prices including premiums, if any (collectively, the “Redemptions”); and (ii) pay fees and expenses related to the Notes offering and the Redemptions.
The Notes are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes and the related note guarantees have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States to, or for the benefit of, U.S. persons except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute a notice of redemption nor the solicitation of an offer to buy any security (including the 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027, 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 and 5.625% Senior Notes due 2026 and in each case, the related note guarantees), nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About Cooper Standard
Cooper Standard, headquartered in Northville, Mich., with locations in 20 countries, is a leading global supplier of sealing and fluid handling systems and components. Utilizing our materials science and manufacturing expertise, we create innovative and sustainable engineered solutions for diverse transportation and industrial markets. Cooper Standard’s approximately 22,000 team members (including contingent workers) are at the heart of our success, continuously improving our business and surrounding communities.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook,” “guidance,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; the effects of any U.S. government shutdown and its impact on our customers; our ability to achieve commercial recoveries and to
offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruptions in our supply base or our customers’ supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws and regulations; changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; our dependence on our subsidiaries for cash to satisfy our obligations; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.
You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.
This press release also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.
Contact for Investors & Analysts: | Contact for Media: | ||||
Roger Hendriksen | Chris Andrews | ||||
Cooper Standard | Cooper Standard | ||||
(248) 596-6465 | (248) 596-6217 | ||||
roger.hendriksen@cooperstandard.com | candrews@cooperstandard.com | ||||