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Cooper-Standard adopts $215M tax benefits preservation plan to deter hostile takeovers
CPSCooper-Standard Holdings Inc.
Cooper-Standard Holdings Inc. adopted a Section 382 Rights Agreement to protect approximately $215 million in estimated U.S. net operating loss carryforwards and other tax attributes from limitation due to an ownership change under Internal Revenue Code Section 382. The plan issues one right per common share, exercisable at $100 for a fraction of Series A Preferred Stock, triggering if any person acquires 4.9% or more of the company without board approval. Rights become exercisable upon a public announcement of such an acquisition or the start of a tender offer. The agreement requires stockholder ratification at the 2027 Annual Meeting and expires on November 1, 2029, or earlier if approved by shareholders by November 1, 2027. Cooper-Standard is a global supplier of sealing and fluid handling systems for transportation and industrial markets.