MHR Fund Management Adjusts Titan International Stake

TL;DR

MHR Fund Management filed an amendment to their 13D on Titan International (TWI) - watch for changes.

AI Summary

On October 21, 2024, MHR Fund Management LLC, along with its affiliates Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Institutional Advisors III LLC, and MHR Institutional Partners III LP, filed an amendment to their Schedule 13D. This filing indicates a change in beneficial ownership of Titan International Inc. (TWI). The group collectively holds a significant stake in the company, and this amendment likely reflects adjustments to their holdings or intentions regarding TWI.

Why It Matters

This filing signals potential shifts in major shareholder influence or strategy for Titan International, which could impact the company's stock performance and future direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings by large investment groups can indicate significant strategic intentions or changes in holdings, which may lead to increased stock volatility.

Key Players & Entities

• MHR Fund Management LLC (company) — Filing entity
• Mark H. Rachesky, M.D. (person) — Group member
• MHR Holdings LLC (company) — Group member
• MHR Institutional Advisors III LLC (company) — Group member
• MHR Institutional Partners III LP (company) — Group member
• Titan International Inc (company) — Subject company

FAQ

Key Financial Figures

• $7.20 — Common Stock held by the MHR Funds for $7.20 per share (the MHR Repurchase ). As a r

Filing Documents

• d902484dsc13da.htm (SC 13D/A) — 107KB
• 0001193125-24-240513.txt ( ) — 109KB

Contracts, Arrangements, Understandings or Relationships with Respect to

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 10

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits 10

Signatures

Signatures 11 Table of Contents Page 8 of 11 Pages Item1. Security and Issuer. This statement on Schedule 13D (this Statement ) amends and supplements, as Amendment No. 11, the Schedule 13D filed on January 21, 2014 (the Initial Schedule 13D ), which was amended on February 20, 2014 by Amendment No. 1 to the Initial Schedule 13D ( Amendment No. 1 ), on February 27, 2014 by Amendment No. 2 to the Initial Schedule 13D ( Amendment No. 2 ), on April 24, 2014 by Amendment No. 3 to the Initial Schedule 13D ( Amendment No. 3 ), on April 30, 2014 by Amendment No. 4 to the Initial Schedule 13D ( Amendment No. 4 ), on July 31, 2014 by Amendment No. 5 to the initial Schedule 13D ( Amendment No. 5 ), on December 10, 2014 by Amendment No. 6 to the initial Schedule 13D ( Amendment No. 6 ), on February 29, 2016 by Amendment No. 7 to the Initial Schedule 13D ( Amendment No. 7 ), on October 4, 2016 by Amendment No. 8 to the Initial Schedule 13D ( Amendment No. 8 ), on February 26, 2019 by Amendment No. 9 to the Initial Schedule 13D ( Amendment No. 9 ), on May 13, 2024 by Amendment No. 10 to the Initial Schedule 13D ( Amendment No. 10 and, together with the Initial Schedule 13D and Amendment No. 1 through Amendment No. 9, the Schedule 13D ), and relates to shares of common stock, no par value per share (the Common Stock ), of Titan International, Inc. (the Issuer ). Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 10. Item4. Purpose of Transaction.

is hereby amended to add the following

Item 4 is hereby amended to add the following: On October 18, 2024, Master Account, Capital Partners (100) and Institutional Partners III (collectively, the MHR Funds ) and the Issuer entered into a Stock Repurchase Agreement whereby the Issuer repurchased 8,005,000 shares of Common Stock held by the MHR Funds for $7.20 per share (the MHR Repurchase ). As a result, the MHR Funds no longer own any shares of Common Stock. In connection with the MHR Repurchase, the Issuers obligations to provide audit committee observer rights under the Audit Committee Observer Agreement dated September 29, 2016 entered into with the MHR Funds and certain other related persons, terminated in accordance with the terms of such agreement. Item5 Interest in Securities of the Issuer Item5 is hereby amended by deleting such Item in its entirety and replacing it with the following: The percentages set forth below are calculated based on information contained in the Issuers Form 10-Q for the quarterly period ended June 30, 2024, which disclosed that there were 72,159,028 shares of Common Stock outstanding as of July 24, 2024. (a) (i) Master Account may be deemed to be the beneficial owner of 0 shares of Common Stock held for its own account (approximately 0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). (ii) Capital Partners (100) may be deemed to be the beneficial owner of 0 shares of Common Stock held for its own account (approximately 0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). (iii) Advisors may be deemed to be the beneficial owner of 0 shares of Common Stock (approximately 0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). (iv) Institutional Partners III may be deemed to be the beneficial owner of 0 shares of Common Stock held for its ow

is hereby amended by adding the following

Item 6 is hereby amended by adding the following: The information set forth in Item 4 above is incorporated into this Item 6 by reference. Item7. Material to be Filed as Exhibits

of the Schedule 13D is supplementally amended as follows

Item 7 of the Schedule 13D is supplementally amended as follows: Exhibit1 Stock Repurchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on October 21, 2024). Table of Contents Page 11 of 11 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: October 21, 2024 MHR INSTITUTIONAL PARTNERS III LP By: MHR Institutional Advisors III LLC, its General Partner By: /s/ Janet Yeung Name: Janet Yeung Title: Authorized Signatory MHR INSTITUTIONAL ADVISORS III LLC By: /s/ Janet Yeung Name: Janet Yeung Title: Authorized Signatory MHR FUND MANAGEMENT LLC By: /s/ Janet Yeung Name: Janet Yeung Title: Authorized Signatory MHR HOLDINGS LLC By: /s/ Janet Yeung Name: Janet Yeung Title: Authorized Signatory MARK H. RACHESKY, M.D. By: /s/ Janet Yeung, Attorney-In-Fact

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View this SC 13D/A filing on SEC EDGAR