SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry Into A Material Definitive Agreement |
Uniwheels Acquisition
On March23, 2017, Superior Industries International, Inc. (NYSE:
SUP) (Superior), announced that it had entered into various
agreements to commence a tender offer to acquire Uniwheels AG, a
German stock corporation (Aktiengesellschaft) that is
listed on the Warsaw Stock Exchange (Uniwheels), through a
newly-formed, wholly-owned subsidiary (the Acquisition). The
Acquisition will be effected through a multi-step process as more
fully described below.
In the first step of the Acquisition, on March23, 2017, Superior
obtained a commitment from the owner of approximately 61% of the
outstanding stock of Uniwheels, Uniwheels Holding (Malta) Ltd.
(the Significant Holder), evidenced by an irrevocable undertaking
agreement (the Undertaking Agreement) to tender such stock in the
second step of the Acquisition. In connection with the
Undertaking Agreement, on March23, 2017: (i) Superior entered
into a business combination agreement with Uniwheels (the
Combination Agreement) to which, subject to the provisions of the
German Stock Corporation Act (AktG), Uniwheels and its
subsidiaries undertook to, amongst other things, cooperate with
the financing of the Acquisition; and (ii)Superior and the
Significant Holder entered into a guarantee and indemnification
agreement to which Superior will hold the Significant Holder
harmless for claims that may arise relating to its involvement
with Uniwheels (the Indemnification Agreement).
In the second step of the Acquisition, Superior will commence a
tender offer (the Tender Offer and all of the documents,
schedules and exhibits related thereto as are required to effect
the Tender Offer, including the Undertaking Agreement, the
Combination Agreement and the Indemnification Agreement, as each
may be amended, modified, supplemented or waived from time to
time, the Tender Documents), to which, Superior will offer to
purchase all (but not less than 75% of) the outstanding stock of
Uniwheels and, upon the consummation of the Tender Offer, will
purchase the stock of the Significant Holder along with all other
stock of Uniwheels tendered to the Tender Offer (the Tender
Effectiveness). The aggregate equity purchase price of the
Acquisition, assuming all outstanding shares of Uniwheels are
tendered in the Tender Offer, will be approximately $715million.
Superior and Uniwheels each have made customary representations,
warranties and covenants in the Tender Documents, including,
among others, covenants by Uniwheels to, subject to certain
exceptions, conduct its business in the ordinary course during
the period between the execution of the Tender Documents and the
closing of the Acquisition.
The Undertaking Agreement and Combination Agreement are filed as
Exhibits 2.1 and 2.2, respectively, to this Current Report on
Form 8-K and incorporated by reference herein. The
Indemnification Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by
reference herein. The above descriptions of the material terms of
the Undertaking Agreement, the Combination Agreement and the
Indemnification Agreement do not purport to be complete and are
qualified in their entirety by reference to Exhibits 2.1, 2.2 and
10.1.
Equity
Financing
On March22, 2017,
Superior and TPG Growth III Sidewall, L.P. (the Investor) entered
into an Investment Agreement (the Investment Agreement) to which,
upon the Tender Effectiveness, Superior will issue a number of
shares of Series A Convertible Redeemable Preferred Stock (the
Series A Preferred Stock) and Series B Redeemable Preferred Stock
(the Series B Preferred Stock) to the Investor for an aggregate
purchase price of $150million (the Investment). The number of
shares of Series A Preferred Stock to be issued by Superior will
be equal to 19.99% of the shares of Superior common stock
outstanding upon the closing of the Investment and the remainder
of the preferred stock to be issued by Superior to the Investment
Agreement will be issued in the form of Series B Preferred Stock.
The Series A Preferred Stock is convertible into Superior common
stock and the Series B Preferred Stock is not convertible into
Superior common stock. Superior has undertaken to hold a special
meeting of stockholders within 120 days after the closing of the
Investment for the purposes of approving the conversion of the
Series B Preferred Stock into Series A Preferred Stock. In
addition, upon the closing of the Investment, the board of
directors of Superior (the Board) will increase the size of the
Board by one director and the Investor will be entitled to
designate one director for one election to the Board.
The Investment
Agreement is filed as Exhibit 10.2 to this Current Report on Form
8-K and incorporated by reference herein. The above description
of the material terms of the Investment Agreement does not
purport to be complete and is qualified in its entirety by
reference to Exhibit 10.2.
Debt
Financing
On March22, 2017,
Superior entered into a $550million senior secured credit
facility, which will be funded upon the Tender Effectiveness,
consisting of a $150million senior secured revolving credit
facility and a $400million senior secured term loan facility
between Superior, Citibank, N.A., as Administrative Agent, and
the Lenders party thereto (the Credit Agreement). In addition, on
March22, 2017, Superior entered into a 240 million senior
unsecured credit facility to a Bridge Credit Agreement between
Superior, Citibank, N.A., as Administrative Agent, and the
Lenders party thereto (the Bridge Credit Agreement and, together
with the Credit Agreement, the Debt Financing Agreements). Funds
obtained under the Debt Financing Agreements will principally be
used to fund, directly or indirectly, the payment of the
consideration for the Acquisition to the terms and conditions of
the Tender Documents.
The Credit
Agreement and the Bridge Credit Agreement are filed as Exhibits
10.3 and 10.4, respectively, to this Current Report on Form
8-K and
incorporated by reference herein. The above descriptions of the
material terms of the Credit Agreement and the Bridge Credit
Agreement do not purport to be complete and are qualified in
their entirety by reference to Exhibits 10.3 and
10.4.
| Item7.01. | Regulation FD Disclosure. |
On March23, 2017, Superior
held an investor conference call regarding the Acquisition. The
presentation used for such conference call is attached as Exhibit
99.1.
The information in Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed filed
for purposes of Section18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the
liabilities of such section. The information in Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1 attached
hereto, shall not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, unless specifically incorporated by reference into any such
filing.
| Item8.01. | Other Events. |
On March23, 2017, Superior
issued a press release announcing the Acquisition, which is
attached as Exhibit 99.2 and is hereby incorporated by reference
into this Item 8.01.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits:
|
Exhibit Number |
Exhibit Description |
|
| 2.1 |
Undertaking Agreement, dated as of March23, 2017, between Superior Industries International, Inc. and Uniwheels Holding (Malta) Ltd. |
|
| 2.2 |
Combination Agreement, dated March23, 2017, between Superior Industries International, Inc. and Uniwheels AG. |
|
| 10.1 |
Indemnification Agreement, dated March23, 2017, between Superior Industries International, Inc. and Uniwheels Holding (Malta) Ltd. |
|
| 10.2 |
Investment Agreement, dated March22, 2017, between Superior Industries International, Inc., and TPG Growth III Sidewall, L.P. |
|
| 10.3 |
Credit Agreement, dated March22, 2017, among Superior Industries International, Inc., Citibank, N.A., as Administrative Agent, and the Lenders party thereto.* |
|
| 10.4 |
Bridge Credit Agreement, dated March22, 2017, among Superior Industries International, Inc., Citibank, N.A., as Administrative Agent, and the Lenders party thereto.* |
|
| 99.1 |
Investor Presentation of Superior Industries International Inc., dated March23, 2017. |
|
| 99.2 |
Press Release of Superior Industries International Inc., dated March23, 2017. |
| * |
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request. |
About SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP)
Superior Industries International, Inc. is engaged in the design and manufacture of aluminum wheels for sale to original equipment manufacturers (OEMs). The Company supplies cast aluminum wheels to automobile and light truck manufacturers, with wheel manufacturing operations in the United States and Mexico. The Company offers wheels in a range of finishes, which include Bright Machined, Polished Face with Painted Window, Fully Painted, Premium Paint, Polished, Chrome Clad and Mirror Finish Ultra Bright Machining. The Company’s products, which are manufactured in its North American facilities, are delivered primarily to automotive assembly operations in North America for global OEMs. Its OEM aluminum wheels are primarily sold for factory installation, as either optional or standard equipment, on various vehicle models. As of December 31, 2015, the Company operated five manufacturing facilities in the United States and Mexico. SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP) Recent Trading Information
SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP) closed its last trading session up +0.50 at 26.10 with 419,184 shares trading hands.
