Titan International, Inc. Closes Private Placement of Convertible Senior Subordinated Notes due 2017
QUINCY, Illinois Private Placement. – (Business Wire) Titan International, Inc. announced the closing of its offering of $172.5 million principal amount of 5.625% Convertible Senior Subordinated Notes via private placement offering due 2017 (the “Notes”), which included the exercise in full of the initial purchasers’ option to purchase $22.5 million principal amount of additional Notes. The Notes were offered and sold in a private offering via offering memorandum to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and to other investors pursuant to another applicable exemption from registration.
The Notes will bear cash interest semiannually at an annual rate of 5.625%. Upon conversion, the Company will deliver a number of shares of its common stock as described in the offering circular. The initial base conversion rate for the Notes will be 93.0016 shares of Titan common stock per $1,000 principal amount of Notes, equivalent to an initial base conversion price of approximately $10.75 per share of Titan common stock. If the price of Titan common stock at the time of determination exceeds the base conversion price, the base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of Titan common stock per $1,000 principal amount of Notes) as determined pursuant to a formula described in the offering circular. The base conversion rate will be subject to adjustment in certain events. The initial base conversion price represents a premium of 37.5% relative to the December 15, 2009, closing sale price of Titan common stock.
Titan will have the right to redeem the Notes in whole or in part at a specified redemption price on or after January 20, 2014 if the closing sale price of its common stock exceeds 130% of the base conversion price then in effect for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to the date of the redemption notice. The Notes will be subordinated in right of payment to Titan’s existing 8% senior notes due 2012.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes. Any offers of the Notes will be made only by means of a private offering circular. The Notes and the shares of common stock of Titan, if any, issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
Safe harbor statement:
This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2008. The company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the company undertakes no obligation to publicly update or revise any forward-looking statements.
PPM is the leading U.S. entrepreneurial firm that specializes in writing private placement memorandums (PPM) and linking investors with entrepreneurs.
Since 1999, the founders of PPM have provided professional business writing services, such as a PPM or business plan, to more than 2,000 businesses worldwide. Our company is considered to be the most cost effective, efficient consultants for private placement memorandum development in the United States. We are Wall Street’s, and by extension, the New York private placement (PPM) leaders.
PPM’s main service is the creation of private placement memorandum regulation d (Reg. d) documents. However, we offer much more. In case the entrepreneur needs additional services, such as a business plan, website, or additional legal work, PPM can create one pricing package for all required documentation or service. Because we simultaneously work with many companies both in and out of the U.S., the ability to adapt to the individual needs – as well as to regional and global demands – helps our clients save needed capital and time.
We are leaders in:
• Illinois Private Placement
• Construction, Equipment Private Placement
• Technology Private Placement
• Debt Private Placement
• Equity Private Placement
• Technology Private Placement Memorandum Writing
• Illinois Private Placement Memorandum Writing
• Construction, Equipment Private Placement Memorandum Writing
• Debt Private Placement Memorandum Writing
• Equity Private Placement Memorandum Writing