TITAN INTERNATIONAL, INC. (NYSE:TWI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into A Material Definitive Agreement
On February 11, 2019, Titan International, Inc. (“Titan” or the “Company”) entered into a definitive agreement (the “Agreement”) with an affiliate of the Russian Direct Investment Fund (RDIF) relating to the previously announced settlement put option that was exercised by RDIF. The Agreement provides, among other things, that in full satisfaction of the put option, within ten business days following the date of the Agreement, Titan will pay to RDIF $25 million in cash and, subject to the completion of regulatory approval, will issue to RDIF in a private placement $25 million in shares of restricted Titan common stock, with RDIF being required to hold such shares for three years from the date of the definitive agreement. Immediately following the closing, RDIF will continue to own the same interest in Voltyre-Prom, subject to the terms of the Agreement and the Shareholders’ Agreement. Titan has retained the right to buy back the Titan shares from RDIF for $25 million during such three-year period and, if the stock buyback is consummated within one year, at the time of such buyback RDIF would be required to convey to Titan, based on current ownership, a 10.71% interest in Voltyre-Prom, resulting in RDIF reducing its interest in Voltyre-Prom from 35.71% to 25%. Closing of the transaction is expected to occur on or about February 25, 2019.
Item 1.01. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
The issuance of the Put Shares to the Agreement described herein is being undertaken by the Company without registration, in a private placement, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated by the Securities Exchange Commission under the Securities Act. The Company is relying on such exemptions based in part on representations made by RDIF, including representations with respect to RDIF’s status as an accredited investor and investment intent with respect to the Put Shares to be issued to the Transaction Agreement.
Item 1.01 Financial Statements and Exhibits
(d)Exhibits
TITAN INTERNATIONAL INC Exhibit
EX-10 2 a021119agreementex10.htm EXHIBIT 10 Exhibit TRANSACTION AGREEMENT THIS TRANSACTION AGREEMENT (this “Agreement”) is executed and dated on 11,…
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About TITAN INTERNATIONAL, INC. (NYSE:TWI)
Titan International, Inc. is a manufacturer of wheels, tires and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments. The Company operates through three segments: agricultural, earthmoving/construction and consumer. The Company’s agricultural market includes rims, wheels, tires and undercarriage systems and components manufactured for use on various agricultural and forestry equipment. The Company’s earthmoving/construction market includes rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment. The Company’s consumer market includes bias truck tires in Latin America and light truck tires in Russia, as well as products for all-terrain vehicles (ATVs).
