8-K
filed February 29, 2024, 6:59 PM ET
ticker TWI
CIK 0000899751
M&A
confidence high
sentiment neutral
materiality 0.95
TITAN INTERNATIONAL INC (TWI): M&A transaction — Titan International acquires Carlstar for ~$296M in cash and stock
TITAN INTERNATIONAL INC
- Acquired Carlstar for ~$296.2M: $127.5M cash + 11.9M shares of TWI stock (~$168.7M at $14.43/share).
- Sellers now own ~16.4% of Titan's outstanding common stock post-closing.
- Entered $225M revolving credit facility with Bank of America, replacing prior $125M facility; matures 2029.
- Appointed Kim Marvin (AIP Senior Managing Member) to Board, increasing size to nine members.
- Transaction costs ~$7M; financial statements to be filed by amendment within 71 days.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
TITAN INTERNATIONAL INC incurred revolving credit of $225 million revolving credit facility with Bank of America, N.A. at not specified maturing not specified.
- Instrument
- revolving credit
- Principal
- $225 million revolving credit facility
- Counterparty
- Bank of America, N.A.
- Rate
- not specified
- Maturity
- not specified
- Event
- incurrence
Exact text from the filing
On February 29, 2024, the Company and certain of its subsidiaries entered into a credit and security agreement with respect to a $225 million revolving credit facility (the “ Credit Facility ”) with Bank of America, N.A., as agent and a lender, and other financial institutions party thereto.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kim Marvin was appointed as Director at TITAN INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
The Company has appointed Kim Marvin to the Board, effective as of February 29, 2024.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
TITAN INTERNATIONAL INC completed an acquisition involving The Carlstar Group, LLC for approximately $127.5 million cash and $168.7 million of Titan common stock (11,921,766 shares based on a volume-weighted average share price of $14.43 per share (closed 2024-02-29).
- Action
- acquisition
- Counterparty
- The Carlstar Group, LLC
- Consideration
- approximately $127.5 million cash and $168.7 million of Titan common stock (11,921,766 shares based on a volume-weighted average share price of $14.43 per share
- Closing
- 2024-02-29
Exact text from the filing
which Holdings acquired all of the equity interest of Carlstar (the “ Transaction ”) for a total purchase price of approximately $296.2 million, consisting of approximately $127.5 million of cash (the “ Cash Consideration ”) and $168.7 million of the Company’s common stock (11,921,766 shares based on a volume-weighted average share price of $14.43 per share) (the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TITAN INTERNATIONAL INC entered into Membership Interest Purchase Agreement with Carlstar Intermediate Holdings I, LLC, AIPCF V Feeder (Cayman), LP, AIPCF V Feeder CTP Tire, LLC, The Carlstar Group, LLC valued at approximately $296.2 million (effective 2024-02-29).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Carlstar Intermediate Holdings I, LLC, AIPCF V Feeder (Cayman), LP, AIPCF V Feeder CTP Tire, LLC, The Carlstar Group, LLC
- Value
- approximately $296.2 million
- Effective
- 2024-02-29
Exact text from the filing
On February 29, 2024, Titan International, Inc., a Delaware corporation (the “ Company ”) entered into a Membership Interest Purchase Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TITAN INTERNATIONAL INC entered into Credit Agreement with Bank of America, N.A., as agent and a lender, and other financial institutions valued at $225 million revolving credit facility (effective 2024-02-29).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A., as agent and a lender, and other financial institutions
- Value
- $225 million revolving credit facility
- Effective
- 2024-02-29
Exact text from the filing
On February 29, 2024, the Company and certain of its subsidiaries entered into a credit and security agreement with respect to a $225 million revolving credit facility
View on SEC.gov
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