Cooper Standard Announces Pricing of $1.1 Billion of Senior Secured First Lien Notes

Rhea-AI Summary

Cooper Standard (NYSE: CPS) priced a private offering of $1.10 billion of 9.250% Senior Secured First Lien Notes due 2031, with expected close on March 4, 2026. The issuer intends to use proceeds and cash to redeem specified 2026 and 2027 notes and pay related fees and expenses.

The Notes are senior secured obligations guaranteed by certain domestic subsidiaries and Cooper-Standard Latin America B.V., and are being sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Positive

• $1.10B financing priced at 9.250% due 2031
• Proceeds intended to redeem existing higher-coupon notes due 2026 and 2027
• Expected closing date of March 4, 2026 provides clear timing

Negative

• $1.10B of new senior secured obligations increase secured leverage
• Redemptions will require payment of applicable redemption prices and premiums

Argus Feb 20 session

+0.56% close to close 1.2x rel. volume Open Argus

Details

News Market Reaction – CPS

On Feb 20, the day this news came out, CPS closed 0.56% above the previous close.

Data tracked by StockTitan Argus for the Feb 20 session.

Key Figures

Note principal: $1,100.0 million Coupon rate: 9.250% Maturity year: 2031 +5 more

Note principal

$1,100.0 million

Aggregate principal amount of Senior Secured First Lien Notes

Coupon rate

9.250%

Interest rate on Senior Secured First Lien Notes due 2031

Maturity year

2031

Stated maturity of new Senior Secured First Lien Notes

Existing first lien coupon

13.50%

Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027

Third lien coupons

5.625% cash / 10.625% PIK

Senior Secured Third Lien Notes due 2027

Senior notes coupon

5.625%

Senior Notes due 2026 targeted for redemption

Expected closing date

March 4, 2026

Anticipated closing of the Notes offering, subject to conditions

Current share price

$39.32

Pre-news trading price for CPS

Historical Context

5 past events · Latest: Feb 17

5 events

1. Feb 17

   Debt offering announcement

   24h Move

   -3.5%

   Announced intention to privately offer $1.1B senior secured first lien notes.

2. Feb 12

   Earnings results

   24h Move

   -4.6%

   Reported 2025 sales and EBITDA growth with positive cash flow and 2026 guidance.

3. Jan 27

   Earnings call notice

   24h Move

   +0.0%

   Scheduled release and conference call for Q4 and full-year 2025 results.

4. Dec 16

   Product innovation award

   24h Move

   +5.1%

   EV quick connector with integrated temperature sensor named innovation award finalist.

5. Dec 12

   ESG recognition

   24h Move

   +3.3%

   Earned seventh consecutive placement on Newsweek's America's Most Responsible Companies.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured first lien notes, pik toggle, rule 144a, regulation s, +3 more

7 terms

senior secured first lien notes financial

"private offering ... of 9.250% Senior Secured First Lien Notes due 2031"

Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.

pik toggle financial

"13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027"

A PIK toggle is a feature in some loans or bonds that lets the borrower choose each payment period whether to pay interest in cash or to add the interest to the loan balance as extra debt. Think of it like choosing between paying a bill now or rolling it into your next bill; for investors this affects when they actually receive cash, how large the borrower’s debt grows, and the risk that repayments will be delayed or diluted over time.

rule 144a regulatory

"only to "qualified institutional buyers" in accordance with 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

"to non-U.S. persons outside the United States in accordance with 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.

qualified institutional buyers financial

"only to "qualified institutional buyers" in accordance with Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

asset-based revolving credit facility financial

"guarantees the Issuer's senior asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

note guarantees financial

"The Notes and the related note guarantees have not and will not be registered"

A note guarantee is a promise by a third party—often a parent company or a guarantor—to cover payments if the original borrower fails to repay a promissory note or debt obligation. For investors, a guarantee acts like a cosigner on a loan: it lowers the risk of losing money, can improve the note’s creditworthiness and attractiveness, and affects how readily the debt can be traded or recovered in default.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NORTHVILLE, Mich., Feb. 20, 2026 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) ("Cooper Standard," "Company" or "we") today announced the pricing of the private offering by its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (the "Issuer"), of $1,100.0 million in aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the "Notes"). 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 Notes offering is expected to close on March 4, 2026, subject to customary closing conditions.

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

 

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SOURCE Cooper Standard

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cooper Standard (CPS) announce about the $1.1 billion notes on Feb 20, 2026?

Cooper Standard priced $1.10 billion of 9.250% Senior Secured First Lien Notes due 2031. According to Cooper Standard, the offering is private to qualified institutional buyers and non-U.S. persons and is expected to close on March 4, 2026.

How will Cooper Standard (CPS) use the proceeds from the 9.250% notes due 2031?

The company plans to use net proceeds plus cash on hand to redeem specified 2026 and 2027 notes and pay offering fees. According to Cooper Standard, this includes redemption of higher-coupon and PIK-toggle notes.

What is the security and guarantee structure for the CPS 9.250% notes due 2031?

The Notes are senior secured obligations guaranteed by CS Intermediate HoldCo 1 LLC and certain domestic subsidiaries. According to Cooper Standard, Cooper-Standard Latin America B.V. provides a senior unsecured guarantee.

When will the offering of Cooper Standard (CPS) senior secured notes close and who can buy them?

The offering is expected to close on March 4, 2026 and is limited to qualified institutional buyers and non-U.S. persons. According to Cooper Standard, the sale relies on Rule 144A and Regulation S exemptions.

Which existing Cooper Standard securities are intended to be redeemed with the new notes?

Proceeds will be used to redeem the 13.50% Cash Pay/PIK Toggle First Lien Notes due 2027, 5.625% Cash Pay/10.625% PIK Toggle Third Lien Notes due 2027, and 5.625% Senior Notes due 2026. According to Cooper Standard, redemptions include applicable premiums.

Does the CPS press release register the new notes under the Securities Act?

No, the Notes and guarantees will not be registered under the Securities Act or state laws and are offered under exemptions. According to Cooper Standard, they may not be sold in the U.S. to U.S. persons except under an applicable exemption.