Item 3.02. Unregistered Sales of Equity Securities
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 retains the
right to buy back the Titan Restricted Stock from the RDIF equity holders for
$25 million until February 12, 2022.
The issuance of the Titan Restricted Stock was undertaken by the Company without
registration, in a private placement, in reliance upon Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of
Regulation D as promulgated by the Securities Exchange Commission under the
Securities Act. The Company is relying on such exemptions based in part on
representations made by the RDIF equity holders, including representations with
respect to the RDIF equity holders' status as accredited investors and
investment intent with respect to the Titan Restricted Stock.
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