M&A - TITAN INTERNATIONAL INC

Form Type: 10-Q

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000089975125000039

Filing Summary: Titan International, Inc. filed its quarterly report for the period ended March 31, 2025, reporting a net loss attributable to common shareholders of $(649,000). The company's revenues increased to $490,708,000 from $482,209,000 for the same period in 2024. The report highlighted significant acquisition-related expenses, particularly associated with the acquisition of The Carlstar Group, amounting to $6,196,000. The comprehensive income showed a turnaround to $38,707,000 from a loss of $(4,681,000), due to a positive currency translation adjustment of $46,225,000. The company disclosed a total of 63,704,208 shares outstanding as of April 22, 2025. Total assets reached $1,722,012,000 with total equity amounting to $539,456,000 as of the end of the quarter. The balance sheet reflects an increase in short-term debt and accounts payable, contributing to overall financial management amidst challenges posed by international operations, including impacts related to hyperinflation in Argentina and Turkey, along with market risks due to geopolitical events.

Form Type: DEF 14A

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: New

Accession Number: 000089975125000030

Filing Summary: Titan International, Inc.'s Proxy Statement for the Annual Meeting of Stockholders outlines proposals for the upcoming meeting set for June 11, 2025. Key votes include the election of eight directors for one-year terms, ratification of BDO USA P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on executive officer compensation. The company highlights its successful 2024 performance with notable sales and adjusted EBITDA figures, driven by the recent acquisition of Carlstar, enhancing Titan's product offerings. The document indicates a commitment to corporate governance practices and shareholder engagement, encouraging stockholders to vote on these important matters while providing several options for participation. The record date for voting eligibility is set for April 16, 2025, with provisions for proxy submission detailed in the document.

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.