Home | News | articles | Titan Closes Private Placement of Notes
122109Closing
News Release from Titan International, Inc. December 21, 2009
Titan International, Inc.
Closes Private Placement of Convertible
Senior Subordinated Notes Due 2017
QUINCY,
Ill.–Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”) announced
today the closing of its offering of $172.5 million 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 principal amount of additional Notes to cover over-allotments. The
Notes were offered and sold in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and
to other investors pursuant to another applicable exemption from registration.
Titan
received net proceeds from the offering of approximately $166.1 million after
deducting initial purchasers’ discounts and estimated offering expenses. Titan
intends to use the proceeds from the offering for general corporate purposes,
including financing potential future acquisitions and repayment of existing
debt obligations.
The
Notes will bear cash interest semiannually at an annual rate of 5.625%. Upon conversion, the Company will deliver a number
of shares of its common stock as described in the offering circular. The
initial base conversion rate for the Notes will be 93.0016 shares of Titan
common stock per $1,000 principal amount of Notes, equivalent to an initial
base conversion price of approximately $10.75 per share of Titan common stock. 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
offering circular. The base conversion rate will be subject to adjustment in
certain events. The
initial base conversion price represents a premium of 37.5% relative to the December
15, 2009, closing sale price of Titan common stock.
Titan
will have the right to redeem the Notes in whole or in part at a specified
redemption price on or after January 20, 2014 if the closing sale price of its
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 Notes
will be subordinated in right of payment to Titan’s existing 8% senior notes
due 2012.
This
press release does not constitute an offer to sell, or the solicitation of an
offer to buy, the Notes. Any offers of the Notes will be made only by means of
a private offering circular. The Notes and the shares of common stock of Titan,
if any, issuable upon conversion of the Notes have not been registered under
the Securities Act and may not be offered or sold in the United States without
registration or an applicable exemption from registration requirements.
Safe harbor statement:
This press release
includes forward-looking statements that involve risks and uncertainties,
including risks as detailed in Titan International, Inc.’s periodic filings
with the Securities and Exchange Commission, including the annual report on
Form 10-K for the year ended December 31, 2008. The company cautions that any
forward-looking statements included in this press release are subject to a
number of risks and uncertainties and the company undertakes no obligation to
publicly update or revise any forward-looking statements.
Titan International, Inc.
(NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires and
assemblies for off-highway equipment used in agricultural,
earthmoving/construction and consumer (including all terrain vehicles)
applications. For more information, visit www.titan-intl.com.