M&A - SUPERIOR INDUSTRIES INTERNATIONAL INC

Form Type: 8-K/A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: Update

Accession Number: 000119312525157138

Filing Summary: On July 8, 2025, Superior Industries International, Inc. entered into a Merger Agreement with SUP Parent Holdings, LLC and SUP Merger Sub, Inc. to facilitate the merger of Merger Sub with and into the Company, leading to the Company becoming a wholly owned subsidiary of Parent. The transaction will convert each Common Share into $0.09 in cash, among other considerations for different classes of stock. The Board has unanimously approved the merger as in the best interest of stockholders. The agreement includes provisions for the treatment of equity awards, representations, and warranties, as well as covenants governing corporate conduct until the merger closes. Conditions for closing the merger include majority stockholder approval and various regulatory approvals. A Recapitalization Support Agreement has also been enacted, detailing terms for term loan debt equitization and allowing for an out-of-court solution or court proceedings if necessary. The amendment report also noted Voting and Support Agreements with stockholders, representing approximately 40% of voting interests, committing to support the merger and vote against competing proposals. The voting rights and other conditions for holders of stock are detailed, alongside the obligations for the Company and its stakeholders during this transition.

Form Type: DEFA14A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: Update

Accession Number: 000119312525157148

Filing Summary: On July 8, 2025, Superior Industries International, Inc. entered into a Merger Agreement with SUP Parent Holdings, LLC and SUP Merger Sub, Inc. Under the terms of the agreement, Merger Sub will merge with Superior Industries, with the Company surviving as a wholly owned subsidiary. Each share of the Company will convert into a right to receive $0.09 in cash for Common Shares, with additional terms for Series A Preferred Shares. The Merger Agreement and associated agreements were approved unanimously by the Transaction Committee and the Board as being in the best interest of the Company and its stockholders. The transaction is subject to shareholder approval and regulatory approvals and aims to stabilize the Company financially amidst its transition to the OTC Pink Market after its delisting from NYSE. The agreement includes conditions to closing, termination rights, covenants, and a voting and support agreement with major shareholders. A recapitalization support agreement was also established with lenders regarding existing term loans, which may lead to a distressed restructuring through out-of-court or Chapter 11 proceedings depending on circumstances leading up to the merger date.