Portland Timbers Enter Multi-Year Community Impact Partnership with Bank of America

Rhea-AI Summary

American Axle & Manufacturing (NYSE:AXL) priced a two‑part debt offering: $850 million of 6.375% senior secured notes due 2032 and $1.25 billion of 7.750% senior unsecured notes due 2033. Both series are guaranteed by AAM and subsidiaries; the secured notes carry first‑priority security interests in substantially all issuer assets. The unsecured series was upsized from $600 million and the secured series from $843 million. The offering is expected to close on October 3, 2025, and net proceeds will fund the pending Combination with Dowlais, repay Dowlais credit facilities, fund change‑of‑control offers and note redemptions, and for general corporate purposes. Portions of proceeds will be held in escrow if the Combination is not consummated. The securities are not registered in the U.S. and are available only to qualified institutional buyers or non‑U.S. persons.

Positive

• Unsecured notes upsized from $600M to $1.25B
• Secured notes priced at $850M at 6.375%
• Proceeds earmarked to fund the Dowlais Combination and related costs
• Offering structured to prepay Dowlais debt and terminate its credit facilities

Negative

• New debt total of $2.1B increases company leverage
• High coupons of 6.375% and 7.75% raise interest expense
• Escrow and special mandatory redemption provisions limit cash flexibility if Combination fails
• Notes are unregistered in the U.S., restricting resale and investor base

Key Figures

Secured notes size $850 million 6.375% senior secured notes due 2032

Secured coupon 6.375% Coupon on senior secured notes due 2032

Unsecured notes size $1.25 billion 7.750% senior unsecured notes due 2033

Unsecured coupon 7.750% Coupon on senior unsecured notes due 2033

Original secured offer $843 million Previously announced secured notes aggregate principal

Escrow unsecured base $600 million Portion of unsecured notes subject to escrow and special redemption

Notes due 2027 $500 million Outstanding 6.50% Notes due 2027 to be redeemed

Partial 2028 redemption $150 million Portion of 6.875% Senior Notes due 2028 to be redeemed

Market Reality Check

$53.90 Last Close

Volume Volume 33,626,816 is slightly below the 20-day average 35,181,537, indicating typical trading activity before this news. normal

Technical Shares at $53.90 are trading above the 200-day MA $46.67 and sit 1.69% below the 52-week high.

Peers on Argus

BAC slipped 0.09% while key peers like WFC, HSBC, JPM and RY showed small gains and C declined slightly, suggesting stock-specific rather than broad sector-driven trading.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Card promotion offer	Positive	+0.1%	FIFA World Cup 2026™-branded cards with bonuses for new applicants.
Dec 02	Macro outlook report	Positive	-0.1%	Research team forecast stronger 2026 growth and equity EPS expansion.
Dec 01	Community grant	Positive	-0.1%	Announced <b>$1 million</b> grant to support new teen center in Chicago.
Nov 24	Cultural grants	Positive	+0.7%	Committed <b>$500,000</b> to Tampa Museum of Art and Tampa Theatre.
Nov 21	Disaster relief support	Positive	+1.1%	Launched Rebuild Solution for L.A. wildfire-affected mortgage clients.

Pattern Detected

Recent news, often promotional or community-focused, has usually seen modestly positive price alignment but with occasional divergences on similarly positive headlines.

Recent Company History

Over the last few weeks, Bank of America has emphasized marketing initiatives and community investment. Promotions like the FIFA World Cup 2026™ card offer on Dec 4, 2025 and a bullish 2026 macro outlook on Dec 2, 2025 were followed by small price moves. Philanthropic grants, including a $1 million teen center award and $500,000 in Tampa cultural grants, plus wildfire rebuilding support in Los Angeles, highlight a consistent community-impact strategy into which this new partnership announcement fits.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-01

An effective S-3 shelf filed on Oct 1, 2025 allows Bank of America and BofA Finance LLC to issue various securities, including debt, warrants, preferred and common stock. With 10 takedowns via recent 424B2 prospectus supplements, the company has actively used this framework for structured note offerings, giving it flexibility to raise capital or tailor products as market conditions evolve.

Market Pulse Summary

This announcement continues Bank of America’s pattern of multi-year partnerships in sports and community impact, similar to recent alliances with U.S. Soccer, Special Olympics and Youth on Course. Historically, such headlines produced average stock moves of about 1.37%, indicating modest but tangible investor attention. Alongside ongoing structured-note issuance under its S-3 shelf, investors typically focus on how these initiatives support brand strength, client engagement and long-term strategic positioning.

Key Terms

senior secured notes financial

"has priced its previously announced offering of $850 million of 6.375% senior secured notes due 2032"

Senior secured notes are a type of loan that a company borrows by issuing bonds, which are like IOUs. They are called "secured" because the company promises to give lenders specific assets, like property or equipment, if it can't pay back the loan. This makes them safer for investors and often means the company pays lower interest rates.

senior unsecured notes financial

"and $1.25 billion of 7.750% senior unsecured notes due 2033"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

pari passu financial

"Such assets will also continue to secure borrowings under the Issuer's existing credit agreement on a pari passu basis."

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

Rule 144A regulatory

"reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"or (2) non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

DETROIT, Sept. 19, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (NYSE: AXL) ("AAM") announced today that its wholly-owned subsidiary, American Axle & Manufacturing, Inc. (the "Issuer"), has priced its previously announced offering of $850 million of 6.375% senior secured notes due 2032 (the "Secured Notes") and $1.25 billion of 7.750% senior unsecured notes due 2033 (the "Unsecured Notes," and together with the Secured Notes, the "Notes"). The offering of the Secured Notes was upsized from the previously announced $843 million in aggregate principal amount and the offering of the Unsecured Notes was upsized from the previously announced $600 million in aggregate principal amount. The offering is expected to close on October 3, 2025, subject to the satisfaction of customary closing conditions.

The Secured Notes will be secured by a first priority security interest in substantially all of the assets of the Issuer, AAM and AAM's subsidiaries (other than the Issuer) that guarantee its existing credit agreement, subject to certain thresholds, exceptions and permitted liens. Such assets will also continue to secure borrowings under the Issuer's existing credit agreement on a pari passu basis. The Secured Notes will be unconditionally guaranteed on a senior secured basis and the Unsecured Notes will be unconditionally guaranteed on a senior unsecured basis by AAM and its subsidiaries (other than the Issuer) that guarantee its existing credit agreement.

The Issuer intends to use the net proceeds from this offering, together with borrowings under its existing credit agreement and cash on hand, (i) to pay the cash consideration payable in connection with the pending business combination (the "Combination") with Dowlais Group plc ("Dowlais") and related fees and expenses, (ii) to repay in full all outstanding borrowings under the existing credit facilities of Dowlais and to pay related fees, expenses and premiums, after which the existing credit facilities of Dowlais will be terminated, (iii) to fund a change of control offer for certain outstanding notes of Dowlais, (iv) to fund the redemption of all of the Issuer's 6.50% Notes due 2027, of which $500 million aggregate principal amount was outstanding as of the date hereof, and the partial redemption of $150 million principal amount of the Issuer 6.875% Senior Notes due 2028, of which $400 million aggregate principal amount was outstanding as of the date hereof and, in each case, to pay accrued and unpaid interest with respect to such notes and (v) the remainder, if any, for general corporate purposes.

Unless the Combination is consummated concurrently with the closing of the offering of the Notes, the Issuer will deposit into segregated escrow accounts for each of the Secured Notes and the Unsecured Notes an amount of cash equal to (i) in the case of the escrow account for the Secured Notes, the gross proceeds from the sale of such series of Secured Notes, together with additional amounts on the issue date and from time to time to prefund interest on the Secured Notes and (ii) in the case of the escrow account for the Unsecured Notes, the gross proceeds from $600 million aggregate principal amount of Unsecured Notes, together with additional amounts on the issue date and from time to time to prefund interest on $600 million aggregate principal amount of Unsecured Notes, in each case, until the date that certain escrow release conditions, including the consummation of the Combination, have been satisfied or a special mandatory redemption has occurred. The Notes of each series will be secured by a first priority security interest in its respective escrow account and all funds deposited therein. The consummation of the Combination is subject to the satisfaction of customary closing conditions.

Notwithstanding the upsize of the Unsecured Notes, the escrow and special mandatory redemption provisions described above will only apply to $600 million aggregate principal amount of Unsecured Notes.

This press release does not constitute a notice of redemption with respect to the Issuer's outstanding unsecured 6.50% Senior Notes due 2027 or its outstanding unsecured 6.875% Senior Notes due 2028.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of or in a transaction not subject to the Securities Act and any state or other applicable securities laws. Accordingly, the offering is available only to persons who are either (1) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (2) non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with any state or other applicable securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This offering of the Notes may be made only by means of an offering memorandum.

Forward-Looking Statements

In this press release, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the offering of the Notes, our intention to issue the Notes at the closing, the expected use of proceeds and the Combination. 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 such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target," and similar words or expressions, as well 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 will not necessarily be accurate indications of the times at, or by, which such performance or results will 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 materially 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 inflation, recession or recessionary concerns, or slower growth in the markets in which we operate; reduced purchases of our products by General Motors Company ("GM"), Stellantis N.V. ("Stellantis"), Ford Motor Company ("Ford") or other customers; our ability to respond to changes in technology, increased competition or pricing pressures; 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 attract new customers and programs for new products; reduced demand for our customers' products (particularly light trucks and sport utility vehicles produced by GM, Stellantis and Ford); our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures; risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement, compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise; a significant disruption in operations at one or more of our key manufacturing facilities; risks inherent in transitioning our business from internal combustion engine vehicle products to hybrid and electric vehicle products; our ability to realize the expected revenues from our new and incremental business backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and development ("R&D") or other general corporate purposes including acquisitions, as well as 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; an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the carrying values of those assets exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers; our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at our facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage; our ability to maintain satisfactory labor relations and avoid work stoppages; our ability to achieve the level of cost reductions required to sustain global cost competitiveness or our ability to recover certain cost increases from our customers; price volatility in, or reduced availability of, fuel; our ability to protect our intellectual property and successfully defend against assertions made against us; adverse changes in laws, government regulations or market conditions affecting our products or our customers' products; our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; changes in liabilities arising from pension and other postretirement benefit obligations; our ability to attract and retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder our ability to compete. These risks and uncertainties related to AAM include factors detailed in the reports AAM files with the Securities and Exchange Commission, including those described under "Risk Factors" in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all 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.

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

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SOURCE American Axle & Manufacturing Holdings, Inc.

FAQ

What did AXL announce about new debt on December 9, 2025?

AXL priced $850M 6.375% secured notes due 2032 and $1.25B 7.75% unsecured notes due 2033.

When is the AXL debt offering expected to close?

The offering is expected to close on October 3, 2025, subject to customary closing conditions.

How will AXL use proceeds from the $2.1B notes offering?

Proceeds will fund the Dowlais Combination, repay Dowlais credit facilities, fund note redemptions, and for general corporate purposes.

What escrow provisions apply if the Dowlais Combination is not completed?

Gross proceeds for each series will be deposited in segregated escrow accounts until escrow release conditions or a special mandatory redemption occur.

Are AXL's new notes registered for sale in the U.S.?

No; the notes are not registered under the Securities Act and are available only to qualified institutional buyers or non‑U.S. persons under Regulation S.

Did AXL upsize either series of notes and by how much?

Yes; the unsecured series was upsized from $600M to $1.25B and the secured series was upsized from $843M to $850M.