Investor Group Discloses Stake in Titan International

TL;DR

**TITAN IN PLAY?** AIPCF V group just dropped a 13D on TII. Watch this space.

AI Summary

On March 7, 2024, AIPCF V (Cayman), Ltd. and its affiliates filed a Schedule 13D, indicating they have acquired a significant stake in Titan International, Inc. The filing details the group members involved, including AIPCF V AIV C, LP, CARLSTAR HOLDINGS LLC, and CARLSTAR INTERMEDIATE HOLDINGS I LLC. Titan International, Inc. is an Illinois-based company operating in the steel works industry.

Why It Matters

This filing signals a substantial investment by a private equity group in Titan International, potentially leading to changes in corporate strategy or governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty for existing shareholders.

Key Players & Entities

• AIPCF V (Cayman), Ltd. (company) — Filing entity
• Titan International, Inc. (company) — Subject company
• AIPCF V AIV C, LP (company) — Affiliated entity
• CARLSTAR HOLDINGS LLC (company) — Affiliated entity
• CARLSTAR INTERMEDIATE HOLDINGS I LLC (company) — Affiliated entity

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $296.2 m — a total purchase price of approximately $296.2 million, consisting of approximately $127
• $127.5 million — .2 million, consisting of approximately $127.5 million of cash and $168.7 million of the share
• $168.7 million — pproximately $127.5 million of cash and $168.7 million of the shares of Common Stock (11,921,7
• $14.43 — volume-weighted average share price of $14.43 per share) (the " Stock Consideration "

Filing Documents

• ef20023540_sc13d.htm (SC 13D) — 194KB
• ef20023540_ex99-1.htm (EX-99.1) — 10KB
• 0001140361-24-011951.txt ( ) — 205KB

From the Filing

SC 13D 1 ef20023540_sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* TITAN INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88830M102 (CUSIP Number) Joel M. Rotroff American Industrial Partners 450 Lexington Avenue, 40th Floor New York, New York 10017 (212) 627-2360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 29, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: 88830M102 SCHEDULE 13D Page 2 of 9 pages 1 NAMES OF REPORTING PERSONS AIPCF V (Cayman), Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,921,766 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,921,766 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,921,766 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4% (2) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO 1. Includes 11,921,766 shares of Common Stock (as defined herein) held directly by Carlstar Intermediate Holdings I LLC (" Intermediate "). Carlstar Holdings LLC is the sole Mr. Kim A. Marvin is one of three owners of AIPCF V (Cayman), Ltd. and serves as a member of the Board of Directors of the Issuer (the " Board "). Any action by AIPCF V (Cayman), Ltd. with respect to these shares of Common Stock held directly by Intermediate, including voting and dispositive decisions, requires a unanimous vote of the owners of AIPCF V (Cayman), Ltd. Accordingly, Mr. Marvin and the other owners of AIPCF V (Cayman), Ltd. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held directly by Intermediate, but disclaims beneficial ownership of the shares of Common Stock held directly by Intermediate, except to the extent of any pecuniary interest therein. The Reporting Persons (as defined herein) disclaim status as a "group" within the meaning of Rule 13d-5 under the Act. 2. This percentage is based on a total of 60,645,378 shares of Common Stock outstanding as of February 20, 2024, as reported in the Issuer's annual report on Form 10-K filed on February 29, 2024, plus 11,921,766 shares of Common Stock issued to the Reporting Persons as the Stock Consideration (as defined herein). CUSIP No: 88830M102 SCHEDULE 13D Page 3 of 9 pages 1 NAMES OF REPORTING PERSONS AIPCF V (Cayman), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,921,766 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,921,766 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,921,766 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4% (2) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN 1. Includes 11,921,766 shares of Common Sto

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View this SC 13D filing on SEC EDGAR