UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2022
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
| | | | | | | | |
| Delaware | 1-12936 | 36-3228472 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1525 Kautz Road, Suite 600, West Chicago, IL 60185
(Address of principal executive offices) (Zip Code)
(217) 228-6011
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading
Symbol | Name of each exchange on which registered |
| Common stock, $0.0001 par value | TWI | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on February 11, 2019, Titan International, Inc. ("Titan" or the "Company") entered into a definitive agreement (the "Agreement") with an affiliate of the Russian Direct Investment Fund (the “RDIF affiliate”) relating to the previously announced settlement put option that was exercised by the RDIF affiliate. Under the terms of the Agreement, in full satisfaction of the settlement put option that was exercised by the RDIF affiliate, the Company paid $25 million in cash to the RDIF affiliate at the closing of the transaction on February 22, 2019, and agreed, subject to the completion of regulatory approval, to issue 4,032,259 shares of restricted Titan common stock (the “Titan Restricted Stock”) to the RDIF affiliate in a private placement. In December 2020, in connection with its liquidation, the RDIF affiliate transferred its right to receive the Titan Restricted Stock to its equity holders (the “RDIF equity holders”). The regulatory approval was received in November 2021 and on December 17, 2021, the Company issued the Titan Restricted Stock to the RDIF equity holders. Based on the terms of the Agreement, the Company retained the right to buy back the Titan Restricted Stock from the RDIF equity holders for $25 million until February 12, 2022.
On February 1, 2022, the Company entered into a Stock Purchase Agreement with the RDIF equity holders (the “Stock Purchase Agreement”) to buy back the Titan Restricted Stock for the previously agreed amount of $25 million. The transaction was completed on February 1, 2022.
The Stock Purchase Agreement is filed as Exhibit 10 to this Form 8-K and this description of the material terms of the Stock Purchase Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| TITAN INTERNATIONAL, INC. |
| (Registrant) |
| | | | | | | | | | | |
| Date: | February 3, 2022 | By: | /s/ DAVID A. MARTIN |
| | | David A. Martin |
| | | SVP and Chief Financial Officer |
| | | (Principal Financial Officer) |
