M&A - TITAN INTERNATIONAL INC

Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000089975124000100

Filing Summary: On November 26, 2024, Titan International, Inc. submitted correspondence regarding responses to comments received from the SEC's Division of Corporation Finance concerning the Company’s Registration Statement on Form S-3 filed on November 1, 2024. This response addresses the SEC's query regarding the classification of AIP Holdco, the selling stockholder, and its relationship with Titan International. The document explains that AIP Holdco, which received 11,921,766 shares of common stock as part of the Carlstar Acquisition, is neither a parent nor a subsidiary of Titan International. The acquisition involved the purchase of The Carlstar Group, LLC from funds associated with American Industrial Partners as per the Carlstar Acquisition Agreement. The Company asserts that the resale of the Subject Shares should be classified as a secondary offering, clarifying that AIP Holdco does not have control over Titan International, and the relationship is limited primarily to stockholder agreements. The response emphasizes compliance with SEC regulations and outlines various factors contributing to this classification, including ownership percentages and operational independence.

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