8-K
filed December 8, 2025, 6:59 PM ET
CIK 0000095552
M&A
confidence high
sentiment positive
materiality 1.00
SUPERIOR INDUSTRIES INTERNATIONAL INC: M&A transaction — Superior Industries closes acquisition by term loan investors; common shareholders receive $0.09/share
SUPERIOR INDUSTRIES INTERNATIONAL INC
- Merger closed Dec 8, 2025; each common share cancelled for $0.09 cash.
- Preferred shareholders get $39.49 cash + 0.23 units of Parent LLC per share.
- CEO Majdi Abulaban resigns; Michael Dorah (ex-COO) appointed CEO; Shane Giebel named CFO.
- Company will file Form 15 to terminate SEC reporting, becoming privately held.
- Term loan amendment adds $27.5M new loans, waives defaults; RCF maturity extended to June 2026.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan.
- Instrument
- term loan
- Event
- incurrence
Exact text from the filing
immediately following the consummation of the Merger, each Term Lender (a) exchanged with the Company all of its rights, title, and interest in, to, and under its Exchanged Term Loan Claims and Bridge Loan Claims
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC amended revolving credit with Revolving Lenders, JPMorgan Chase Bank, N.A. maturing June 30, 2026.
- Instrument
- revolving credit
- Counterparty
- Revolving Lenders, JPMorgan Chase Bank, N.A.
- Maturity
- June 30, 2026
- Event
- amendment
Exact text from the filing
the maturity of the revolving credit facility thereunder was amended to June 30, 2026
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan of $172,500,000 of aggregate principal amount of term loans with Term Lenders, TPG Growth III Sidewall, L.P..
- Instrument
- term loan
- Principal
- $172,500,000 of aggregate principal amount of term loans
- Counterparty
- Term Lenders, TPG Growth III Sidewall, L.P.
- Event
- incurrence
Exact text from the filing
$172,500,000 of aggregate principal amount of term loans (which amount was increased from the amount provided in the Recapitalization Support Agreement, dated as of July 8, 2025, by mutual agreement of the Company, the Term Loan Lenders, and TPG Growth III Sidewall, L.P. ("TPG")) were deemed made to the Company
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC incurred term loan of an additional $27,500,000 of aggregate principal amount of term loans with Term Lenders, Oaktree Fund Administration, LLC.
- Instrument
- term loan
- Principal
- an additional $27,500,000 of aggregate principal amount of term loans
- Counterparty
- Term Lenders, Oaktree Fund Administration, LLC
- Event
- incurrence
Exact text from the filing
an additional $27,500,000 of aggregate principal amount of term loans were made to the Company by the Term Lenders
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC: Bylaws amended and restated in their entirety pursuant to merger agreement.
- Change
- bylaw amendment
Exact text from the filing
In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws in effect immediately prior to the Effective Time were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety pursuant to merger agreement.
- Change
- charter amendment
Exact text from the filing
In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation in effect immediately prior to the Effective Time was amended and restated in its entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SUPERIOR INDUSTRIES INTERNATIONAL INC underwent a change of control involving SUP Parent Holdings, LLC for $0.09 per Common Share in cash; $39.49 per Series A Preferred Share in cash and 0.23 units of limited liability company interests of Parent per Series A Preferr (closed 2025-12-08).
- Action
- change of control
- Counterparty
- SUP Parent Holdings, LLC
- Consideration
- $0.09 per Common Share in cash; $39.49 per Series A Preferred Share in cash and 0.23 units of limited liability company interests of Parent per Series A Preferr
- Closing
- 2025-12-08
Exact text from the filing
with the consummation, on December 8, 2025 (the “ Closing Date ”), of the previously announced Merger (as defined below) contemplated by that certain Agreement and Plan of Merger, dated as of July 8, 2025 (the “ Merger Agreement ”), by and among the Company, SUP Parent Holdings, LLC, a Delaware limited liability company (“ Parent ”), and SUP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
SUPERIOR INDUSTRIES INTERNATIONAL INC entered into Term Loan Third Amendment with Company, certain subsidiaries, lenders, Oaktree Fund Administration, LLC as administrative agent valued at Third Amendment to Amended and Restated Credit Agreement providing additional $27,500,000 term loans (effective 2025-12-08).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Company, certain subsidiaries, lenders, Oaktree Fund Administration, LLC as administrative agent
- Value
- Third Amendment to Amended and Restated Credit Agreement providing additional $27,500,000 term loans
- Effective
- 2025-12-08
Exact text from the filing
On December 8, 2025, the Company entered into that certain Third Amendment to Amended and Restated Credit Agreement (the “ Term Loan Third Amendment ”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto (the “ Term Lenders ”), and Oaktree Fund Administration, LLC, as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of August 14, 2024 (as in effect prior to the effectiveness of the Term Loan Third Amendment, the “ Existing Term Loan Credit Agreement ” and, as amended by the Term Loan Third Amendment, the “ Term Loan Credit Agreement ”), by and among inter alios , the Company, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
SUPERIOR INDUSTRIES INTERNATIONAL INC entered into Exchange Agreement with Company, each subsidiary, Term Lenders, Parent, Administrative Agent valued at Exchange and Contribution Agreement for exchange of term loan claims and bridge loan claims for take (effective 2025-12-08).
- Action
- entry
- Counterparty
- Company, each subsidiary, Term Lenders, Parent, Administrative Agent
- Value
- Exchange and Contribution Agreement for exchange of term loan claims and bridge loan claims for take
- Effective
- 2025-12-08
Exact text from the filing
On December 8, 2025, the Company entered into that certain Exchange and Contribution Agreement (the “ Exchange Agreement ”), by and among the Company, each of its subsidiaries, the Term Lenders, Parent and the Administrative Agent.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
SUPERIOR INDUSTRIES INTERNATIONAL INC entered into RCF Third Amendment with Company, certain subsidiaries, lenders, JPMorgan Chase Bank, N.A. as administrative and collateral agent valued at Third Amendment to Credit Agreement waiving defaults and extending maturity to June 30, 2026 (effective 2025-12-08).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Company, certain subsidiaries, lenders, JPMorgan Chase Bank, N.A. as administrative and collateral agent
- Value
- Third Amendment to Credit Agreement waiving defaults and extending maturity to June 30, 2026
- Effective
- 2025-12-08
Exact text from the filing
On December 8, 2025, the Company entered into that certain Third Amendment to Credit Agreement (the “ RCF Third Amendment ”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto (the “ Revolving Lenders ”), and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which amends that certain Credit Agreement, dated as of December 15, 2022 (as in effect prior to the effectiveness of the RCF Third Amendment, the “ Existing Revolving Credit Agreement ” and, as amended by the RCF Third Amendment, the “ Revolving Credit Agreement ”), by and among inter alios , the Company, the other borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
View on SEC.gov
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