Item 8.01. Other Events.



On June 12, 2020, American Axle & Manufacturing, Inc. ("AAM"), a Delaware corporation and wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the "Company"), completed the closing of the sale of $400 million aggregate principal amount of 6.875% senior notes due 2028 (the "Notes"). The Notes are guaranteed on a senior unsecured basis by the Company and certain of AAM and Metaldyne Performance Group, Inc.'s current and future subsidiaries guarantors (the "Subsidiary Guarantors").

The Notes were issued by AAM pursuant to an Indenture, dated as of November 3, 2011 (the "Original Indenture"), by and among AAM, the Compnay, certain subsidiary guarantors and U.S. Bank National Association, as trustee (the "Trustee") which governs the terms of the Notes, as supplemented by the First Supplemental Indenture dated March 23, 2017, among AAM, the Company, Alpha SPV I, Inc., certain subsidiary guarantors and the Trustee (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated May 17, 2017, among AAM, the Company, certain subsidiary guarantors and the Trustee (the "Second Supplemental Indenture"), and the Third Supplemental Indenture, dated March 23, 2018, among AAM, the Company, certain subsidiary guarantors and the Trustee (the "Third Supplemental Indenture"). The Original Indenture was included as an exhibit to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission on November 3, 2011; the First Supplemental Indenture was included as an exhibit to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission on March 23, 2017; the Second Supplemental Indenture was included as an exhibit to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 17, 2017; and the Third Supplemental Indenture was included as an exhibit to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission on March 26, 2018. A copy of the form of Note is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

A copy of the opinions of Shearman & Sterling LLP, counsel to the Company and AAM, and of David E. Barnes, General Counsel and Secretary of the Company and AAM, relating to the legality of the Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.                                     Description

  4.1        Form of 6.875% Senior Note due 2028.

             Opinion of Shearman & Sterling LLP, counsel to American Axle &
  5.1      Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc.

  5.2        Opinion of David E. Barnes, General Counsel and Secretary of American
           Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing,
           Inc.

  23.1       Consent of Shearman & Sterling LLP (included in Exhibit 5.1).

  23.2       Consent of David E. Barnes (included in Exhibit 5.2).

           Cover Page Interactive File (the cover page tags are embedded within the
  104      Inline XBRL document).

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