v3.26.1
Debt - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Nov. 02, 2016
Credit Facilities [Line Items]            
Loss on refinancing and extinguishment of debt $ 0 $ 0 $ (24,155) $ 0    
Debt     Debt and Other Financing
A summary of outstanding debt as of June 30, 2026 and December 31, 2025 was as follows:
June 30, 2026December 31, 2025
Senior Secured First Lien Notes$1,085,450 $— 
First Lien Notes— 613,577 
Third Lien Notes— 389,658 
2026 Senior Notes— 42,491 
Finance leases16,590 17,336 
Other borrowings42,772 41,542 
Total debt1,144,812 1,104,604 
Less: current portion(44,950)(86,121)
Total long-term debt$1,099,862 $1,018,483 
Refinancing Transactions
On March 4, 2026 (the “Settlement Date”), CSA U.S. completed certain refinancing transactions (the “Refinancing Transactions”) consisting of:
•the issuance by CSA U.S. of $1,100,000 aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the “Senior Secured First Lien Notes”) pursuant to an Indenture, dated as of the Settlement Date (the “Indenture”), by and among CSA U.S., the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Collateral Agent”);
•the redemption of all $616,854 aggregate principal amount of CSA U.S.’s 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”) at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $391,767 aggregate principal amount of CSA U.S.’s 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”) at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $42,554 aggregate principal amount of CSA U.S.’s 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) at a redemption price of 100.000% of the principal amount thereof, plus accrued interest and unpaid interest thereon to, but excluding the Settlement Date; and
•the entry into Amendment No. 5 (the “Fifth Amendment”) to the Third Amended and Restated Loan Agreement (the “ABL Facility”) with certain lenders, Bank of America, N.A., as agent, and the other parties thereto.
As a result of the Refinancing Transactions, the Company extended the maturities of its indebtedness and reduced the amount of cash interest the Company is required to pay on such indebtedness. The Company recognized a loss on the refinancing and extinguishment of debt of $24,155 during the six months ended June 30, 2026 related to redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes. Additionally, the Company incurred total fees and redemption premiums of $35,404 associated with the Refinancing Transactions, of which $34,978 were paid during the six months ended June 30, 2026 and $426 are recorded in accounts payable in the condensed consolidated balance sheet as of June 30, 2026 which will be paid in future periods. The fees and redemption premiums paid during the six months ended June 30, 2026 are reflected as cash used in financing activities in the condensed consolidated statement of cash flows.
Issuance of Senior Secured First Lien Notes
On the Settlement Date, CSA U.S. issued $1,100,000 aggregate principal amount of Senior Secured First Lien Notes pursuant to the Indenture.
The Senior Secured First Lien Notes are senior secured obligations of CSA U.S. and are guaranteed on a senior secured basis by CS Intermediate Holdco 1 LLC and each of CSA U.S.’s domestic subsidiaries that guarantee certain other indebtedness, including the ABL Facility (collectively, the “Domestic Guarantors”). The Senior Secured First Lien Notes are also guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V. (together with the Domestic Guarantors, the “Guarantors”), which also guarantees the ABL Facility on a senior unsecured basis.
The Senior Secured First Lien Notes will mature on March 1, 2031. The Senior Secured First Lien Notes bear interest at the rate of 9.250% per annum, payable semi-annually in arrears in cash on May 15 and November 15 of each year, commencing on November 15, 2026.
CSA U.S. may, at its option, redeem all or part of the Senior Secured First Lien Notes at any time on or after March 1, 2028 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to March 1, 2028, CSA U.S. may, at its option, redeem some or all of the Senior Secured First Lien Notes at any time, at a price equal to 100% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “Make-Whole Premium,” as described in the Indenture. CSA U.S. may also redeem up to 35% of the Senior Secured First Lien Notes prior to March 1, 2028 using the proceeds from certain equity offerings at the redemption price set forth in the Indenture. In addition, at any time prior to March 1, 2028, CSA U.S. may, at its option, redeem during any twelve-month period commencing on the Settlement Date up to 10% of the aggregate principal amount of the Senior Secured First Lien Notes (including any additional Senior Secured First Lien Notes issued after the Settlement Date) at a redemption price equal to 103% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), CSA U.S. will be required to make an offer to repurchase all of the Senior Secured First Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture contains certain covenants that limit CSA U.S.’s and its restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur liens on assets, pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make certain loans and investments; enter into agreements restricting certain subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and sell certain assets or merge or consolidate with or into other companies. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Secured First Lien Notes to be due and payable immediately.
In connection with the issuance of the Senior Secured First Lien Notes and execution of the Indenture, CSA U.S. and the Domestic Guarantors entered into a Pledge and Security Agreement, dated as of the Settlement Date, among CSA U.S., the Domestic Guarantors and the Collateral Agent. Pursuant to the Pledge and Security Agreement, the obligations of CSA U.S. and the Domestic Guarantors will be secured on (i) a first-priority basis, equally and ratably with all of CSA U.S.’s and the Domestic Guarantor’s obligations under any other pari passu indebtedness, by liens on substantially all of CSA U.S.’s and each Domestic Guarantor’s assets (other than ABL Facility Priority Collateral (as defined below)) (the “Fixed Asset Collateral”) and (ii) a second-priority basis by liens on CSA U.S.’s and each Domestic Guarantor’s accounts receivable, inventory, instruments, chattel paper and other contracts, evidencing, or substituted for, any accounts receivable, guarantees, letters of credit, security and other credit enhancements in each case for the accounts receivable, commercial tort claims and general intangibles to the extent relating to any of the accounts receivable or inventory, bank accounts or securities accounts into which any proceeds of accounts receivable or inventory are deposited, tax refunds, and books and records relating to any of the foregoing (the “ABL Facility Priority Collateral”) and, in each case, any proceeds thereof, subject to certain exceptions set forth in such agreement. On the Settlement Date, the Collateral Agent also joined, as the applicable collateral agent holding a first-priority lien on the Fixed Asset Collateral and a second-priority lien on the ABL Facility Priority Collateral, that certain intercreditor agreement, dated as of January 23, 2023 (the “Intercreditor Agreement”), which provides for the relative priorities of the respective security interests in the Fixed Asset Collateral and the ABL Facility Priority Collateral, and certain other matters relating to the administration of security interests.
As of June 30, 2026, the Company had $14,550 of unamortized debt issuance costs related to the Senior Secured First Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance sheet. The debt issuance costs are amortized into interest expense over the term of the Senior Secured First Lien Notes.
ABL Facility
On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. The ABL Facility was amended in March 2020 by Amendment No. 1, in May 2020 by Amendment No. 2, in December 2022 by Amendment No. 3, which became effective on January 27, 2023, in May 2024 by Amendment No. 4, and, most recently, in March 2026 by Amendment No. 5 entered into by certain subsidiaries of the Company, namely Holdings, the CSA U.S. (the “Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), and certain other subsidiaries of the Borrower, with certain lenders, Bank of America, N.A., as agent, and the other parties thereto. Amendment No. 5, among other matters, modified the guarantors of the ABL Facility to release the guarantees of the Borrower’s subsidiaries in certain foreign jurisdictions, such that the obligations of (a) the Borrower or its affiliates relating to the U.S. borrowing base facility are
guaranteed on a senior secured basis by the Domestic Guarantors and on a senior unsecured basis by the Dutch Guarantor and (b) the Canadian Borrower relating to the Canadian borrowing base facility are guaranteed on a senior secured basis by CSA U.S., the Domestic Guarantors, the Canadian Borrower and Canadian subsidiaries.
The termination date for all outstanding revolving commitments is May 6, 2029, with the aggregate revolving loan commitment remaining at $180,000.
The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $280,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase, subject to receiving any required consents under the Company’s other debt documents which contain restrictions on incremental debt. The Company’s borrowing base as of June 30, 2026 was $174,524 and the monthly fixed charge coverage ratio was at a level that provided the Company with full access to the borrowing base. Net of $6,881 of outstanding letters of credit, the Company effectively had $167,643 available for borrowing under its ABL Facility as of June 30, 2026.
As of June 30, 2026 and December 31, 2025, there were no borrowings under the ABL Facility.
As of June 30, 2026 and December 31, 2025, the Company had $1,034 and $840, respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the condensed consolidated balance sheets.
Debt Covenants
The Company was in compliance with all applicable covenants of the Senior Secured First Lien Notes and ABL Facility as of June 30, 2026.
Other Financing
Finance leases and other. Other borrowings as of June 30, 2026 and December 31, 2025 reflect finance leases and other borrowings under local bank lines classified as debt payable within one year in the condensed consolidated balance sheets.
Receivables factoring. As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution (the “Factor”) in a pan-European program, accelerating the Company’s access to cash and reducing credit risk. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and the indenture governing the Senior Secured First Lien Notes.
In June 2026, the Company entered into an amendment of the European factoring facility agreement that increased the amount of Euro-denominated accounts receivable that can be factored from €80,000 to €85,000 and extended the expiration date of the European factoring facility from December 31, 2026 to December 31, 2028.
Costs incurred on the sale of receivables are recorded in other expense, net in the condensed consolidated statements of operations. The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company and is accounted for as a true sale and is excluded from accounts receivable in the condensed consolidated balance sheets.
Amounts outstanding under the European factoring facility as of June 30, 2026 and December 31, 2025 were as follows:
June 30, 2026December 31, 2025
Off-balance sheet arrangements$81,234 $70,729 
Accounts receivable factored and related costs associated with the European factoring facility were as follows:
Off-Balance Sheet Arrangements
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Accounts receivable factored$150,962 $139,385 $299,958 $268,633 
Costs684 659 1,270 1,257 
As of June 30, 2026 and December 31, 2025, cash collections on behalf of the Factor that had yet to be remitted were $1,219 and $1,606, respectively, and are reflected in other current assets as restricted cash with a corresponding payable reflected in accrued liabilities in the condensed consolidated balance sheets.
      
Revolving Credit Facility [Member]            
Credit Facilities [Line Items]            
Unamortized Debt Issuance Expense 1,034   $ 1,034   $ 840  
Line of Credit Facility, Current Borrowing Capacity 174,524   174,524      
Amended Senior ABL Facility            
Credit Facilities [Line Items]            
Letter of credit sub-facility 100,000   100,000      
Swing line sub-facility           $ 25,000
Uncommitted incremental loan facility           100,000
Line of Credit Facility, Maximum Borrowing Capacity           $ 280,000
Letters of Credit Outstanding, Amount 6,881   6,881      
Line of Credit Facility, Remaining Borrowing Capacity 167,643   167,643      
ABL Facility 0   0      
Senior Notes [Member]            
Credit Facilities [Line Items]            
Debt Instrument, Face Amount 42,554   $ 42,554      
Other            
Credit Facilities [Line Items]            
Debt instrument term (in years)     1 year      
Senior Loans            
Credit Facilities [Line Items]            
Debt Instrument, Face Amount 391,767   $ 391,767      
Senior Lien            
Credit Facilities [Line Items]            
Debt Instrument, Face Amount $ 616,854   $ 616,854