sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

COOPER-STANDARD HOLDINGS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21676P103
(CUSIP Number)
July 1, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5562
 
 


 

                     
CUSIP No.
 
21676P103 
 

 

           
1   NAMES OF REPORTING PERSONS
MSDC Management, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,108,724 1
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,108,724 1
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,108,724 1
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
1 Includes warrants to purchase 25,483 shares of common stock of the issuer that are exercisable within 60 days of the date of this Statement.


 

                     
CUSIP No.
 
21676P103 
 

 

           
1   NAMES OF REPORTING PERSONS
MSD Credit Opportunity Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,108,724 2
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,108,724 2
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,108,724 2
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
2 Includes warrants to purchase 25,483 shares of common stock of the issuer that are exercisable within 60 days of the date of this Statement.


 

Item 1.
  (a)  
Name of Issuer
 
     
COOPER-STANDARD HOLDINGS INC.
 
  (b)  
Address of Issuer’s Principal Executive Offices
 
     
39550 Orchard Hill Place Drive, Novi, Michigan 48375
Item 2.
  (a)  
Name of Person Filing
This statement is jointly filed by and on behalf of each of MSDC Management, L.P. and MSD Credit Opportunity Master Fund, L.P. MSD Credit Opportunity Master Fund is the record and direct beneficial owner of the securities covered by this statement. MSDC Management is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Credit Opportunity Master Fund. MSDC Management (GP), LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSDC Management. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
  (b)  
Address of Principal Business Office or, if none, Residence
The address of the principal business office of each reporting person is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
  (c)  
Citizenship
 
     
See Item 4 on the cover page(s) hereto.
 
  (d)  
Title of Class of Securities
 
     
Common Stock
 
  (e)  
CUSIP Number
 
     
21676P103

 

 


 

Item 3.  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)
o  
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
  (b)
o  
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)
o  
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)
o  
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)
o  
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)
o  
An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
 
  (g)
o  
A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
 
  (h)
o  
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)
o  
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)
o 
A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
 
  (k)
o 
A group, in accordance with §240.13d-1(b)(1)(ii)(K).
Item 4.  
Ownership.
  (a)  
Amount beneficially owned: See Item 9 on the cover page(s) hereto.
 
  (b)  
Percent of class: See Item 11 on the cover page(s) hereto.
 
  (c)  
Number of shares as to which such person has:
  (i)  
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
 
  (ii)  
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
 
  (iii)  
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
 
  (iv)  
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
Item 5.  
Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

 


 

Item 6.  
Ownership of More than 5% on Behalf of Another Person.
     
Not Applicable
Item 7.  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
Not Applicable
Item 8.  
Identification and Classification of Members of the Group.
     
Not Applicable
Item 9.  
Notice of Dissolution of Group.
     
Not Applicable
Item 10.  
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 


 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Date: July 11, 2011   MSDC MANAGEMENT, L.P.
 
 
  By:   MSDC Management (GP), LLC    
  Its:  General Partner   
     
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:  Managing Director   
 
  MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
 
 
  By:   MSDC Management, L.P.    
  Its:  Investment Manager   
     
  By:   MSDC Management (GP), LLC    
  Its:  General Partner   
     
  By:   /s/ Marc R. Lisker    
  Name:  Marc R. Lisker   
  Title:   Managing Director   

 

 


 

         
EXHIBIT INDEX
     
Exhibit   Description of Exhibit
 
   
99.1
  Joint Filing Agreement (filed herewith)

 

 

exv99w1
EXHIBIT 99.1
JOINT FILING AGREEMENT
July 11, 2011
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
         
Date: July 11, 2011   MSDC MANAGEMENT, L.P.
 
 
  By:   MSDC Management (GP), LLC    
  Its:  General Partner   
     
  By:   /s/ Marc R. Lisker    
  Name:   Marc R. Lisker   
  Title:   Managing Director   
 
  MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
 
 
  By:   MSDC Management, L.P.    
  Its:  Investment Manager   
     
  By:   MSDC Management (GP), LLC    
  Its:  General Partner   
     
  By:   /s/ Marc R. Lisker    
  Name:   Marc R. Lisker   
  Title:   Managing Director