8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2014 (March 17, 2014)

COOPER-STANDARD HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-54305	20-1945088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

39550 Orchard Hill Place Drive, Novi, Michigan	48375
(Address of principal executive offices)	(Zip Code)

(248) 596-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On March 17, 2014, Cooper-Standard Holdings Inc. (NYSE: CPS) (“Holdings”), the parent company of Cooper-Standard Automotive Inc. (“Cooper-Standard”), issued a press release announcing that it intends to launch a refinancing of existing indebtedness outstanding under its Senior PIK Toggle Notes due 2018 (“HoldCo Notes”) and Cooper-Standard’s 8 ¹⁄₂% Senior Notes due 2018 (“OpCo Notes”).

In connection with the proposed refinancing, Cooper-Standard intends to enter into a $725 million senior secured term loan facility and use borrowings thereunder to refinance $200 million in aggregate principal amount of HoldCo Notes and $450 million in aggregate principal amount of OpCo Notes. Holdings indicated that the proposed refinancing is expected to reduce its annual interest expense materially.

The consummation of the refinancing is subject to market and other customary conditions and there can be no assurance that the refinancing will occur. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

99.1 Press release dated March 17, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COOPER-STANDARD HOLDINGS INC.
Date: March 17, 2014	By:	/s/ Aleksandra A. Miziolek
	Name:	Aleksandra A. Miziolek
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release dated March 17, 2014.

EX-99.1

Exhibit 99.1

Cooper-Standard Launches Proposed Refinancing

NOVI, Mich., Mar. March 17, 2014 – Cooper-Standard Holdings Inc. (NYSE: CPS) (“Holdings”), the parent company of Cooper-Standard Automotive, Inc. (“Cooper-Standard”), a leading global supplier of systems and components for the automotive industry, today announced that it intends to launch a refinancing of existing indebtedness outstanding under its Senior PIK Toggle Notes due 2018 (“HoldCo Notes”) and Cooper-Standard’s 8½% Senior Notes due 2018 (“OpCo Notes”).

In connection with the proposed refinancing, Cooper-Standard intends to enter into a $725 million senior secured term loan facility and use borrowings thereunder to refinance $200 million in aggregate principal amount of HoldCo Notes and $450 million in aggregate principal amount of OpCo Notes. Holdings indicated that the proposed refinancing is expected to materially reduce its annual interest expense.

The consummation of the refinancing is subject to market and other customary conditions and there can be no assurance that the refinancing will occur.

About Cooper-Standard

Cooper-Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer, thermal and emissions and anti-vibration systems. Cooper-Standard employs more than 25,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.

Forward-Looking Statements

This press release includes forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, reflecting management’s current analysis and expectations, based on what are believed to be reasonable assumptions. The words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” or future or conditional verbs, such as “will,” “should,” “could” or “may” and variations of such words or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future results and may involve known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties set forth in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other Securities and Exchange Commission filings. The forward-looking statements in this press release are made as of the date hereof and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

# # #

CPS_F

Contact for Analysts:	Contact for Media:
Glenn Dong	Sharon Wenzl
Cooper Standard	Cooper Standard
(248) 596-6031	(248) 596-6211
investorrelations@cooperstandard.com	sswenzl@cooperstandard.com