Cooper Standard Announces Proposed Private Offering of $1.1 Billion of Senior Secured First Lien Notes

Rhea-AI Summary

Cooper Standard (NYSE: CPS) said its subsidiary, Cooper-Standard Automotive, intends to offer $1.1 billion of Senior Secured First Lien Notes due 2031 in a private offering to qualified institutional buyers and non-U.S. persons.

Net proceeds, together with cash on hand, are intended to redeem specified outstanding 2026 and 2027 notes and to pay related fees and expenses.

Positive

• $1.1 billion proposed financing via senior secured first lien notes due 2031
• Offering proceeds targeted to redeem outstanding 2026 and 2027 notes
• Notes backed by senior secured guarantees from domestic subsidiaries

Negative

• New debt increases long-term secured indebtedness through notes due 2031
• Redemption will incur premiums, fees and expenses paid from proceeds and cash on hand
• Offering limited to non-public markets: Rule 144A/Regulation S private placement

Key Figures

Senior Secured First Lien Notes: $1.1 billion Maturity: 2031 13.50% First Lien Notes: 13.50% +2 more

5 metrics

Senior Secured First Lien Notes $1.1 billion Aggregate principal amount of notes due 2031 in private offering

Maturity 2031 Stated maturity year of new Senior Secured First Lien Notes

13.50% First Lien Notes 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 to be redeemed

Third Lien PIK Toggle 5.625% / 10.625% Cash Pay / PIK Toggle Senior Secured Third Lien Notes due 2027 to be redeemed

Senior Notes Coupon 5.625% Senior Notes due 2026 targeted for redemption

Market Reality Check

Price: $45.20 Vol: Volume 1,147,641 is 5.33x...

high vol

$45.20 Last Close

Volume Volume 1,147,641 is 5.33x the 20-day average of 215,421, indicating unusually heavy trading ahead of the notes offering. high

Technical Price at $45.20 is above the 200-day MA of $29.85 and within 5.37% of the 52-week high at $47.77.

Peers on Argus

CPS gained 32.36%, while key auto-parts peers showed mixed moves: AXL up 7.27%, ...

CPS gained 32.36%, while key auto-parts peers showed mixed moves: AXL up 7.27%, PLOW up 2.62%, SLDP up 0.55%, but ECX down 6.78% and SMP down 0.83%, pointing to a stock-specific reaction rather than a broad sector rally.

Historical Context

5 past events · Latest: Feb 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 12	Earnings results	Positive	-4.6%	Q4 and full-year 2025 results showed higher sales and EBITDA with positive cash flow.
Jan 27	Earnings preview	Neutral	+0.0%	Announcement of timing and access details for the Q4/FY 2025 earnings call.
Dec 16	Product innovation	Positive	+5.1%	Quick connector with integrated temperature sensor named an automotive innovation award finalist.
Dec 12	ESG recognition	Positive	+3.3%	Seventh consecutive inclusion on Newsweek’s list of America’s Most Responsible Companies.
Oct 30	Earnings results	Positive	-7.2%	Q3 2025 results showed margin expansion, improved cash flow and narrowed net loss.

Pattern Detected

Recent earnings beats and operational improvements have not consistently produced positive price reactions, while non-fundamental recognition and innovation headlines have seen more supportive moves.

Recent Company History

Over the last few months, CPS has reported improving fundamentals: Q3 2025 and Q4/full-year 2025 results showed margin expansion, better cash generation, and stronger EBITDA, yet shares fell 7.24% and 4.58% after those reports. In contrast, recognition and innovation news in December 2025 drove gains of 3.26% and 5.06%. Against that backdrop, the large move on today’s $1.1 billion notes offering highlights how capital-structure actions can act as distinct catalysts versus operating updates.

Market Pulse Summary

This announcement outlines a proposed private offering of $1.1 billion in Senior Secured First Lien ...

Analysis

This announcement outlines a proposed private offering of $1.1 billion in Senior Secured First Lien Notes due 2031, with proceeds earmarked to redeem several existing note issues and cover related fees. It follows a series of filings showing improved profitability and cash flow but a still‑leveraged balance sheet. Investors may watch for final pricing, covenant terms, and completion of the planned redemptions, along with how this refinancing interacts with future earnings and cash generation.

Key Terms

senior secured first lien notes, pik toggle, rule 144a, regulation s, +2 more

6 terms

senior secured first lien notes financial

"offer $1.1 billion in aggregate principal amount of 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

"and 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.

asset-based revolving credit facility financial

"which also 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.

qualified institutional buyers financial

"only to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act"

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.

AI-generated analysis. Not financial advice.

NORTHVILLE, Mich., Feb. 17, 2026 /PRNewswire/ -- 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

 

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SOURCE Cooper Standard

FAQ

What is Cooper Standard (CPS) offering in the February 17, 2026 private placement?

According to the company, Cooper Standard plans to offer $1.1 billion of Senior Secured First Lien Notes due 2031 in a private placement to qualified institutional buyers and non-U.S. persons. The notes include senior secured guarantees from domestic subsidiaries.

How will Cooper Standard (CPS) use proceeds from the $1.1 billion notes offering?

According to the company, net proceeds and cash on hand will be used to redeem specified outstanding 2026 and 2027 notes and to pay related fees and expenses, including any applicable redemption premiums and transaction costs.

Who guarantees the new Senior Secured First Lien Notes due 2031 from Cooper Standard (CPS)?

According to the company, the notes will be guaranteed on a senior secured basis by CS Intermediate HoldCo 1 LLC and certain domestic subsidiaries, and on a senior unsecured basis by Cooper-Standard Latin America B.V.

Will Cooper Standard (CPS) register the new 2031 notes under the Securities Act?

According to the company, the notes and related guarantees will not be registered under the Securities Act and will be offered only pursuant to exemptions under Rule 144A and Regulation S to qualified institutional buyers and non-U.S. persons.

Which outstanding securities does Cooper Standard (CPS) intend to redeem with the offering proceeds?

According to the company, proceeds are intended to redeem its 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.

Is the Cooper Standard (CPS) announcement a public offer to buy or sell securities?

According to the company, this press release is not an offer to sell or solicitation to buy securities and there will be no sale in jurisdictions where such offer would be unlawful prior to registration or qualification under local securities laws.