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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 21, 2009
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
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Illinois
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1-12936
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36-3228472 |
(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)
(217) 228-6011
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Purchase Agreement
On December 15, 2009, Titan International, Inc. (the Company) entered into a
purchase agreement (the Purchase Agreement) with the initial purchasers named in Schedule A
thereto (the Initial Purchasers) for whom Goldman Sachs & Co. acted as representative, to issue
and sell $150 million aggregate principal amount of its 5.625% Convertible Senior Subordinated
Notes due 2017 (the Notes) to the Initial Purchasers for resale to certain qualified
institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act) and to other investors pursuant to another applicable exemption from
registration. The Company also granted the Initial Purchasers an option to purchase up to an
additional $22.5 million aggregate principal amount of Notes solely to cover over-allotments, which
option was exercised in full on December 16, 2009.
On December 21, 2009, the Company issued $172.5 million aggregate principal amount of the
Notes. The Company estimates that the net proceeds from the offering of the Notes will be
approximately $166.1 million, after payment of the Initial Purchasers discounts and offering
expenses. In connection with the offering of the Notes, the Company intends to use the net
proceeds of the offering for general corporate purposes, including financing potential future
acquisitions and repayment of existing debt obligations.
The foregoing description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10 and
incorporated herein by reference.
Indenture and the Notes
The Notes are governed by an indenture, dated as of December 21, 2009 (the
Indenture), between the Company, the subsidiary guarantors named therein (the Guarantors) and
U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 5.625% per annum,
payable semiannually in cash in arrears on July 15 and January 15 of each year, beginning July 15,
2010. The Notes mature on January 15, 2017, unless earlier converted, as described below. The
Notes and the guarantees thereof are general unsecured and
subordinated obligations of the Company and the Guarantors, respectively.
Each $1,000 principal amount of the Notes is convertible at the holders option until the
close of business on the second trading day immediately preceding the scheduled maturity date of
the Notes, at an initial base conversion rate of 93.0016 shares of common stock per $1,000 in
principal amount of the Notes (which is equivalent to an initial base conversion price of
approximately $10.75 per share), subject to certain adjustments as set forth in the Indenture. If
the price of Titan common stock at the time of determination exceeds the base conversion price, the
base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of
Titan common stock per $1,000 principal amount of Notes) as determined pursuant to a
formula described in the Indenture. The base conversion rate will be subject to adjustment in
certain events.
Holders who convert their Notes in connection with a Make Whole Adjustment Event (as defined
in the Indenture) may be entitled to a make-whole premium in the form of an increase in the
conversion rate. Upon conversion, for each $1,000 principal amount of the Notes, a holder will
receive cash, shares of the Companys common stock (the Common Stock) or a combination thereof,
at the Companys election, as set forth in the Indenture.
The Notes may be redeemed by the Company in whole or in part at a specified redemption price
on or after January 20, 2014 if the closing sale price of our Common Stock exceeds 130% of the base
conversion price then in effect for 20 or more trading days in a period of 30 consecutive trading
days ending on the trading day immediately prior to the date of the redemption notice.
The Indenture contains customary terms and covenants, including that upon certain events of
default occurring and continuing, either the trustee or the holders of at least 25% in aggregate
principal amount of the Notes then outstanding may declare the entire principal amount of the Notes
together with any accrued and unpaid interest thereon to be immediately due and payable. In the
case of an event of default relating to certain events of bankruptcy, insolvency or reorganization
of the Company or a material subsidiary, the entire principal amount of the Notes together with any
accrued and unpaid interest thereon will automatically become and be immediately due and payable.
The foregoing description of the Indenture and the Notes does not purport to be complete and
is qualified in its entirety by reference to the Indenture and Form of Note, which are filed as
Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
The Purchase Agreement, Indenture, and Form of Note (collectively, the Transaction
Documents) have been included to provide investors and security holders with information regarding
the terms of the transactions. The Transaction Documents are not intended to provide any other
factual information about the Company. The Transaction Documents contain representations and
warranties the parties thereto made to, and solely for the benefit of, each other. Accordingly,
investors and security holders should not rely on the representations and warranties as
characterizations of the actual state of facts, since they were only made as of the date of the
Transaction Documents and information concerning the subject matter of the representations and
warranties may change after the date of the Transaction Documents, which subsequent information may
or may not be fully reflected in the Companys public disclosures. In addition, please note that
certain representations and warranties may have been used for the purpose of allocating risk
between the parties rather than establishing matters as facts and may be subject to a contractual
standard of materiality different from that generally applicable to investors and security holders.
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Item 2.03 |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT |
The information regarding the creation of a direct financial obligation in Item 1.01 above is
incorporated herein by reference.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 21, 2009, the Company issued $172.5 million aggregate principal amount of the
Notes. The offer and sale of the Notes to the Initial Purchasers was not registered under the
Securities Act in reliance upon the exemption from registration under Section 4(2) of the
Securities Act as such transaction did not involve a public offering of securities. The Initial
Purchasers then offered for resale the Notes to qualified institutional buyers pursuant to the
exemption from registration provided by Rule 144A under the Securities Act and to other investors
pursuant to another applicable exemption from registration. The Company relied on these exemptions
from registration based in part on representations made by the Initial Purchasers. Additional
information is provided in Item 1.01 above and is incorporated herein by reference.
Item 8.01 OTHER EVENTS
On December 21, 2009, the Company issued a press release announcing the closing of its
offering of $172.5 million in principal amount of 5.625% Convertible Senior Subordinated Notes due
2017 (the Notes), which included the exercise in full of the Initial Purchasers option to
purchase $22.5 million aggregate principal amount of additional Notes, solely to cover
over-allotments. A copy of the press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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4.1 |
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Indenture related to the 5.625% Convertible Senior Subordinated
Notes due 2017, dated as of December 21, 2009, between Titan International,
Inc., the subsidiary guarantors named therein and U.S. Bank National
Association, as Trustee. |
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4.2 |
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Form of 5.625% Convertible Senior Subordinated Notes due 2017
(included in Exhibit 4.1). |
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10 |
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Purchase Agreement dated as of December 15, 2009, between Titan
International, Inc. and Goldman Sachs & Co., as representative for the Initial
Purchasers listed in Schedule A therein. |
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99 |
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Titan International, Inc.s press release dated December 21, 2009, announcing the closing of its
private placement of Convertible Senior Subordinated Notes due 2017. |
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.
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TITAN INTERNATIONAL, INC.
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(Registrant)
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Date: December 21, 2009 |
By: |
/s/ Kent W. Hackamack
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Kent W. Hackamack |
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Vice President of Finance and Treasurer
(Principal Financial Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1
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Indenture related to the 5.625% Convertible Senior
Subordinated Notes due 2017, dated as of December 21, 2009,
between Titan International, Inc., the subsidiary guarantors
named therein and U.S. Bank National Association, as Trustee. |
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4.2
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Form of 5.625% Convertible Senior
Subordinated Notes due 2017 (included in Exhibit 4.1). |
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10
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Purchase Agreement dated as of December 15, 2009, between
Titan International, Inc. and Goldman Sachs & Co., as
representative for the Initial Purchasers listed in Schedule A
therein. |
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99
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Titan International, Inc.s press release dated December 21,
2009, announcing the closing of its private placement of
Convertible Senior Subordinated Notes due 2017. |