Published on June 23, 2014

Titan extends exchange offer on senior secured notes

QUINCY, Ill. (June 23, 2014) —Titan International Inc. has extended its offer to exchange up to $400 million in aggregate principal amount of its 6.875 percent senior secured notes due 2020 and related guarantees.

The notes were issued to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, Quincy-based Titan said, and to certain non-U.S. persons in transactions outside the U.S. in reliance on Regulation S under the Securities Act of 1933.

The Outstanding Notes and the Exchange Notes are senior secured obligations of the company and are guaranteed by some of Titan’s subsidiaries. They are secured by first priority liens, subject to permitted liens, on the collateral, which consists of subsidiaries’ fee title, right and interest in and to the real estate on and buildings in which the company’s manufacturing facilities are located, in Des Moines, Iowa; Freeport and Quincy, Ill.; and Bryan, Ohio, the company said.

The exchange offer, originally scheduled to expire at 5 p.m. (New York City time) on June 20 has been extended until 5 p.m. on June 26, unless further extended, Titan said.

Tenders with respect to $373,085,000 aggregate principal amount of the Outstanding Notes—or 93.27 percent of the $400 million aggregate principal amount eligible to participate in the exchange offer—had been received as of 5 p.m. (New York City time) on June 20, according to the company.

Titan said the sole purpose of the exchange offer “is to fulfill the company’s obligations with respect to the registration of the Outstanding Notes.”

Pursuant to a registration rights agreement entered into by the company in connection with the sale of the Outstanding Notes, Titan said it agreed to file with the Securities and Exchange Commission a registration statement relating to the exchange offer pursuant to which the Exchange Notes—containing substantially identical terms to the Outstanding Notes—would be offered in exchange for Outstanding Notes that are tendered by the notes’ holders. Any Outstanding Notes not tendered for exchange will remain outstanding and continue to accrue interest, according to the company, “but in general will not have further rights under the registration rights agreement, including registration rights and any rights to additional interest.”

Outstanding Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration of the offer by following procedures Titan said it set forth in the exchange offer prospectus dated May 22.

Questions about the exchange offer should be directed to US Bank Corporate Trust Services, Specialized Finance, 111 Fillmore Ave E, EP-MN-WS2N, St. Paul, MN 55107, or by calling 800-934-6802. More information also is available on the US Bank website.

Titan is a holding company that owns subsidiaries supplying wheels, tires, assemblies and undercarriage product for off-highway equipment used in agricultural, earthmoving/construction and consumer applications.

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