(“Chase”), the Company paid in full all of its outstanding loans and other obligations under the Fourth Amended and Restated Revolving Credit and Guaranty Agreement, dated as of March 7, 2017, by and among the Company and certain of its subsidiaries, as borrowers and guarantors, Chase, as issuing lender, swing line lender and administrative agent, and the other lenders party thereto (the “Amended Revolving Credit Agreement”). Upon receipt of such payoff, (i) all obligations of each credit party arising under or related to the Amended Revolving Credit Agreement were paid in full; (ii) all related liens were released; and (iii) any collateral which was held by Chase, securing the outstanding obligations under the Amended Revolving Credit Agreement was returned. The Amended Revolving Credit Agreement had provided for a cash flow revolving credit facility in the aggregate amount of up to $200 million, with a sublimit for the issuance of letters of credit in an aggregate amount not to exceed $30 million. Letters of credit of an aggregate amount of $8.2 million that were outstanding under the Amended Revolving Credit Agreement remain outstanding and Chase will have the benefit of a back-to-back letter of credit to be issued under the Purchaser’s credit facility. In addition, Tower Automotive agreed to reimburse Chase for certain fees and expenses related to drawings under such outstanding letters of credit to a Reimbursement Agreement for Standby Letters of Credit, dated as of September 30, 2019 between Tower Automotive and Chase. The Amended Revolving Credit Agreement was scheduled to mature on March 7, 2023. Early termination of the Amended Revolving Credit Agreement did not require payment of any early termination fee.

In addition, J.P. Morgan Securities LLC (“J.P. Morgan”), an affiliate of Chase, was retained by the Company to act as its financial advisor and to provide a fairness opinion to the Board of Directors of the Company (the “Board”) in connection with the Merger. J.P. Morgan received a fee from the Company of $2.25 million for the delivery of its opinion, and a transaction fee of $12.0 million, against which the opinion fee was credited. In addition, the Company will reimburse J.P. Morgan for its expenses incurred in connection with its services as financial advisor, including the fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement as financial advisor. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had, and continue to have, commercial or investment banking relationships with the Company and certain of its affiliates, for which J.P. Morgan and such affiliates have received, or will receive, customary compensation. Such services during such period included acting as joint lead arranger and bookrunner on an amendment to the Amended Revolving Credit Agreement which closed in March 2019 and as financial advisor to the Company in connection with a sale transaction which closed in March 2019.

Term Loan and Guaranty Agreement

On September 30, 2019, in connection with the consummation of the Merger, to a payoff letter agreement entered into among the Company, Tower Automotive and Citibank, N.A. (“Citibank”), the Company paid in full all of its outstanding loans and other obligations under the Amended and Restated Term Loan and Guaranty Agreement, dated as of April 23, 2013 (as amended and restated as of March 7, 2017), as amended, by and among the Company and certain of its subsidiaries, as borrowers and guarantors, Citibank, as administrative agent, and the other lenders party thereto (the “Term Loan and Guarantee Agreement”), to which, among other things, the lenders disbursed term loans to a subsidiary of the Company in the aggregate amount of $253.3 million. Upon receipt of such payoff, (i) all obligations of each credit party arising under or related to the Term Loan and Guarantee Agreement were paid in full; (ii) all related liens were released; and (iii) any collateral which was held by Citibank, securing the outstanding obligations under the Term Loan and Guarantee Agreement was returned. The Term Loan and Guarantee Agreement was scheduled to mature on March 7, 2024. Early termination of the Term Loan and Guarantee Agreement did not require payment of any early termination fee.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

As described in the Introductory Note above, on September 30, 2019, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn to the Offer on or prior to the Expiration Time and will promptly pay for such Shares in accordance with the terms of the Offer. Following Purchaser’s acceptance for payment, the Merger was completed to Section 251(h) of the DGCL, with no Company stockholder vote required to consummate the Merger. At the Effective Time, the Company became a direct, wholly-owned subsidiary of Parent.

The information contained in the Introductory Note and Items 3.03 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On September 30, 2019, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE (i) suspend trading of the Shares on the NYSE and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

At the Effective Time and as a result thereof, each Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares (as defined in the Merger Agreement) and any Shares owned by any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) was converted automatically into and now represent only the right to receive the Merger Consideration.

The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger to Section 251(h) of the DGCL, on September 30, 2019, a change in control of the Company occurred and the Company became a direct, wholly-owned subsidiary of Parent.

The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, to the terms of the Merger Agreement, (i) each of Thomas K. Brown, James Chapman, Alison Davis-Blake, Frank E. English, Jr., Dev Kapadia, Mark Malcolm, and James Gouin resigned as members of the Board and from any applicable committees of the Board on which they then served and (ii) George Thanopoulos and Scott L. Jones, the directors of Purchaser as of immediately prior to the Effective Time, became the directors of the Company. Information regarding the new directors of the Company has been previously disclosed in the Tender Offer Statement on Schedule TO.

At the Effective Time, to the terms of the Merger Agreement, George Thanopoulos (President) and Scott L. Jones (Secretary), the officers of Purchaser as of immediately prior to the Effective Time, became the officers of the Company. Information regarding the new officers of the Company has been previously disclosed in the Tender Offer Statement on Schedule TO.

In connection with the consummation of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

On September 30, 2019, Parent issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Tower International, Inc. Exhibit
EX-3.1 2 d809210dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOWER INTERNATIONAL,…
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About TOWER INTERNATIONAL, INC. (NYSE:TOWR)

Tower International, Inc. is a global manufacturer of engineered automotive structural metal components and assemblies primarily serving original equipment manufacturers (OEMs). The Company operates in two segments: Americas and International. The International segment consists of Europe and Asia, and the Americas segment consists of North America and South America. The Company offers its automotive customers a product portfolio, supplying body-structure stampings, frame and other chassis structures, and complex welded assemblies for small and large cars, crossovers, pickups and sport utility vehicles (SUVs). The Company’s products are manufactured at approximately 30 facilities, located in North America, Europe, Brazil and China. The Company supports its manufacturing operations through approximately seven engineering and sales locations around the world. It produces a range of structural components and assemblies.