Cooper-Standard adopts tax benefits preservation plan to protect ~$130M NOLs from Section 382 ownership change

Cooper-Standard Holdings Inc.

Board declares dividend of one right per common share for holders of record on November 17, 2022.
Rights become exercisable if a person acquires 4.9% or more of outstanding common stock without Board approval.
As of Sept 30, 2022, Cooper-Standard had approximately $130 million of U.S. tax attributes at risk.
Rights expire on November 6, 2025, unless earlier redeemed, exchanged, or terminated by the Board.
Certificate of Elimination filed for 7% cumulative participating convertible preferred stock (no shares outstanding).

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cooper-Standard Holdings Inc.: Approved and filed a Certificate of Designation for Series A Junior Participating Preferred Stock in connection with the adoption of a Rights Agreement (effective 2022-11-07).

Change: charter amendment
Effective: 2022-11-07

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock of Cooper-Standard Holdings Inc. (the “ Certificate of Designation ”). The Certificate of Designation was filed with the Secretary of the State of Delaware on November 7, 2022.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cooper-Standard Holdings Inc.: Filed a Certificate of Elimination to remove the Certificate of Designation for 7% cumulative participating convertible preferred stock, no shares outstanding, and shares returned to authorized but unissued status (effective 2022-11-07).

Change: charter amendment
Effective: 2022-11-07

Exact text from the filing

On November 7, 2022, the Company filed a Certificate of Elimination to its Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Company’s 7% cumulative participating convertible preferred stock, par value $0.001 per share (the “ 7% Preferred Stock ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cooper-Standard Holdings Inc. entered into Section 382 Rights Agreement with Broadridge Corporate Issuer Solutions, Inc. (effective 2022-11-07).

Action: entry
Counterparty: Broadridge Corporate Issuer Solutions, Inc.
Effective: 2022-11-07

Exact text from the filing

Section 382 Rights Agreement, dated as of November 7, 2022, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement")

View on SEC.gov

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Cooper-Standard Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001320461-22-000124

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