Titan International Enters Material Definitive Agreement

TL;DR

Titan International just signed a big deal, creating a new financial obligation. Details in the 8-K.

AI Summary

On October 18, 2024, Titan International, Inc. entered into a material definitive agreement. This agreement also creates a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or contract for Titan International, Inc., which could impact its financial performance and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce new risks and opportunities that may affect the company's financial health.

Key Players & Entities

• Titan International, Inc. (company) — Registrant
• October 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value TWI New York Stock Exchange
• $7.20 — Common Stock"), at a per share price of $7.20 per share, for aggregate cash considera
• $57,636,000 — r aggregate cash consideration equal to $57,636,000 (the "MHR Repurchase"). The MHR Shares
• $45 million — he MHR Repurchase, the Company borrowed $45 million under the Credit and Security Agreement
• $400,000,000 — 22, 2021 with respect to the Company's $400,000,000 principal amount of 7% Senior Secured N
• $84 million — purchase, the Company had approximately $84 million of availability under the Credit Facili
• $39 million — Credit Facility, leaving approximately $39 million available following the MHR Repurchase.

Filing Documents

• twi-20241018.htm (8-K) — 35KB
• a101-stockrepurchaseagreem.htm (EX-10.1) — 81KB
• ex991mhrsharesrelease102124.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 27KB
• 0000899751-24-000086.txt ( ) — 334KB
• twi-20241018.xsd (EX-101.SCH) — 2KB
• twi-20241018_def.xml (EX-101.DEF) — 14KB
• twi-20241018_lab.xml (EX-101.LAB) — 25KB
• twi-20241018_pre.xml (EX-101.PRE) — 15KB
• twi-20241018_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, Titan International, Inc. (the "Company") entered into a Stock Repurchase Agreement (the "Stock Repurchase Agreement") with MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies, MHR Capital Partners (100) LP, a Delaware limited partnership, and MHR Institutional Partners III L.P., a Delaware limited partnership (together, the "MHR Funds"). Pursuant to the Stock Repurchase Agreement, the Company purchased in a privately negotiated transaction from the MHR Funds, and the MHR Funds sold to the Company, an aggregate of 8,005,000 shares (the "MHR Shares") of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), at a per share price of $7.20 per share, for aggregate cash consideration equal to $57,636,000 (the "MHR Repurchase"). The MHR Shares represented approximately 11% of the Company's outstanding shares of Common Stock immediately prior to the MHR Repurchase and represented all Common Stock owned by the MHR Funds as of October 18, 2024. Certain affiliates of the MHR Funds continue to own Common Stock representing less than 2% of the Company's outstanding Common Stock. The MHR Shares have been added to the Company's treasury shares. The MHR Repurchase was effected outside of the Company's existing Share Repurchase Program previously approved by the Company's Board of Directors on December 16, 2022. In Amendment No. 10 to the Schedule 13D dated May 13, 2024 and filed with the Securities and Exchange Commission (the "SEC") by or on behalf of the MHR Funds and certain other affiliated persons on May 14, 2024 (the "2024 MHR 13D"), the reporting persons therein disclosed that they were evaluating various alternatives that may have been available to them with respect to the MHR Shares, including a possible disposition of such shares. In connection with the MHR Repurchase, the Company's obligations to provide audit c

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are filed as part of this report: Exhibit Number Description 10.1 Stock Repurchase Agreement dated October 18, 2024 by and among Titan International, Inc., a Delaware corporation, MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies, MHR Capital Partners (100) LP, a Delaware limited partnership, and MHR Institutional Partners III L.P., a Delaware limited partnership 99.1 News Release dated October 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TITAN INTERNATIONAL, INC. (Registrant) Date: October 21, 2024 By : /s/ DAVID A. MARTIN David A. Martin SVP and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR