8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 11, 2022

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14303	38-3161171
(Commission File Number)	(IRS Employer Identification No.)
One Dauch Drive, Detroit, Michigan	48211-1198
(Address of Principal Executive Offices)	(Zip Code)
(313)	758-2000
---	---
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if 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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AXL	The New York Stock Exchange

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. ☐

SECTION 7 - REGULATION FD

Item 7.01 Regulation FD Disclosure

On April 11, 2022, American Axle & Manufacturing Holdings, Inc., (the “Company” or “AAM”) issued a press release regarding the Company’s entry into a definitive agreement to acquire Tekfor Holding GmbH and certain affiliates. A copy of this press release is furnished as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release dated	April 11, 2022

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.

		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Date:	April 11, 2022	By:	/s/ David E. Barnes
			David E. Barnes
			Vice President, General Counsel & Secretary

Document

EXHIBIT 99.1

AAM Continues Pivot Towards Electrification

Acquires Tekfor, a Leading Specialist in Formed and E-Mobility Components

DETROIT, April 11, 2022 - American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) announced today that it has entered into a definitive agreement under which AAM will acquire Tekfor Group for an enterprise value of €125 million.

“This acquisition leverages the core strengths of AAM with significant synergy potential, diversifies our geographic and customer sales mix and increases our electrification product portfolio. In addition, this purchase fits nicely with our recent tactical M&A approach,” said AAM’s Chairman and Chief Executive Officer, David C. Dauch. “We are excited to expand our metal forming technologies to serve a broad range of global customers.”

Based in Hausach, Germany, Tekfor Group is a leading specialist in automotive fasteners and metal formed components for driveline, powertrain, and E-mobility applications. Tekfor generated sales of approximately €285 million in 2021.

Subject to regulatory approval and other customary closing requirements, the transaction is expected to close in the second quarter of 2022.

About AAM

As a leading global Tier 1 Automotive and Mobility Supplier, AAM (NYSE: AXL) designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with nearly 80 facilities in 17 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. To learn more, visit aam.com.

About Tekfor Group

Tekfor Group is a leading specialist for mission-critical high-performance components, modules and fasteners. Products include traditional powertrain and driveline (for both internal combustion and hybrid applications) as well as a strongly increasing number of E-mobility components. Headquartered in Hausach, Germany, Tekfor Group has eight sites and employs approximately 2,100 associates in Europe and the Americas covering the whole value chain from engineering to manufacturing.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the transaction and the anticipated consequences and benefits of the transaction and other information relating to matters that are not historical facts. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approvals and the other factors detailed from time to time in the reports we file with the SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this communication. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

For more information:

Investor Contact:

David H. Lim

Head of Investor Relations

(313) 758-2006

david.lim@aam.com

Media Contact:

Christopher M. Son

Vice President, Marketing & Communications

(313) 758-4814

chris.son@aam.com

Or visit the AAM website at www.aam.com.