Autokiniton US Holdings, Inc. entered into a definitive agreement to acquire Tower International, Inc. (NYSE:TOWR) for approximately $660 million on July 12, 2019. Under the terms of the definitive merger agreement, Autokiniton will commence a tender offer no sooner than August 14, 2019 and no later than August 19, 2019 to acquire all of the outstanding shares of common stock of Tower for $31 per share in cash. Each option award in respect of Shares granted under Tower’s 2010 Equity Incentive Plan that is unexercised and outstanding immediately prior to the Effective Time, whether vested or unvested, and that has an exercise price per Share that is less than the amount of the merger consideration, will fully vest and will be cancelled and converted automatically into the right to receive an amount in cash, without interest, equal to the product of the amount by which the amount of the Merger Consideration exceeds the exercise price per Share of such Option and the total number of Shares subject to such Option. Each Option that has an exercise price per Share that is greater than or equal to the merger consideration will cease to be outstanding, be cancelled and cease to exist and the holder of any such Option will not be entitled to payment of any consideration therefor. Each restricted stock unit award in respect of Shares granted under the Plan that is outstanding immediately prior to the Effective Time (a “RSU”) will fully vest and will be cancelled and converted automatically into the right to receive, as soon as reasonably practicable after the Effective Time an amount in cash, without interest equal to the merger consideration multiplied by the total number of Shares underlying such RSU. Following the closing of the tender offer, each share of Tower common stock that has not been tendered will be converted into the right to receive the same $31 per share in cash offered in the tender offer. Autokiniton has obtained debt financing commitments from Goldman Sachs Bank USA, Bank of America, N.A., BofA Securities, Inc., Barclays Bank PLC, KKR Corporate Lending LLC, KKR Capital Markets LLC, RBC Capital Markets and Royal Bank of Canada and equity financing commitments from KPS Special Situations Fund IV, LP, KPS Special Situations Fund IV (A), LP, KPS Special Situations Fund IV (B), LP and KPS Special Situations Fund IV (A - Delaware), LP managed by KPS Capital Partners, LP to fund the transaction. Lenders to provide Holdco with senior secured credit facilities in an aggregate principal amount of $525 million, comprised of (a) a Senior Secured Incremental Term Facility in an aggregate principal amount of $400 million and (b) a Senior Secured Incremental Asset-Based Revolving Facility in an aggregate principal amount of $125 million. Also certain affiliates of KPS IV will provide $267 million in aggregate of equity financing. Following the transaction, Tower will operate as a wholly owned subsidiary of Autokiniton. The definitive agreement includes a 35 day “go-shop” period. Upon termination of the Merger Agreement under specified circumstances, Tower will be required to pay a termination fee of $19.9 million, if the termination fee becomes payable as a result of Tower’s termination of the agreement in order to enter into a definitive acquisition agreement providing for a Superior Proposal, the amount of the termination fee will be, unless such termination is prior to the Cut-Off Time and in connection with an acquisition proposal that is submitted prior to the expiration of the Go-Shop Period or by an Excluded Party, in which case the termination fee will be $13.2 million. Autokiniton will be required to pay a termination fee of $46.3 million to Tower in certain customary circumstances. The tender offer will be subject to customary closing conditions, including shares been validly tendered and not validly withdrawn Shares that represent at least one more share than 50% of the Shares outstanding as of the expiration of the offer, the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or receipt of any related affirmative governmental approval or clearance, Autokiniton shall have irrevocably accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer and other customary closing conditions. The Board of Directors of Tower and Autokiniton unanimously approved the transaction. As of September 30, 2019, the minimum tender offer conditions as well as all of the other conditions were approved. The transaction is still subject to certain other conditions. The Board of Directors of Tower resolved to recommend that the stockholders of Tower tender their shares in the offer. The transaction is anticipated to close in September or October of 2019. As of September 20, 2019, the offer has been extended and will now close on September 27, 2019 from the previously scheduled date of September 25, 2019, to allow additional time for the satisfaction of the conditions to the tender offer. J.P. Morgan Securities LLC acted as financial advisor for Tower and rendered a fairness opinion. Houlihan Lokey Capital, Inc. provided an additional fairness opinion for Tower. Peter H. Ehrenberg and Marita A. Makinen of Lowenstein Sandler LLP acted as legal advisor to Tower. Goldman Sachs & Co. and Bank of America Merrill Lynch acted as the financial advisors and Angelo Bonvino, Monica Thurmond, Lindsey Jaffe, Marco Masotti, Mark Bergman, Bruce Gruder, Austin Witt, Julie Martinelli, Richard Elliott, Andrew Gaines, Robert Fleder, Reuven Falik, Uri Horowitz, Chuck Googe, Aidan Synnott, Allan Arffa, Peter Jaffe, Peter Fisch, David Mayo, William O'Brien, Marta Kelly and Michael Vogel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Autokiniton. Jakob Rendtorff, Caroline Gottschalk and Michael Ratay of Simpson Thacher acted as legal advisors to J.P. Morgan Securities LLC. Tower paid $2.25 million as fairness opinion fee and will pay $9.75 million as financial advisor fee to J.P. Morgan. Tower will pay $1 million as fairness opinion fee to Houlihan Lokey. Alston & Bird LLP is advising Houlihan Lokey, Inc. as financial advisor to Tower International, Inc., in connection with its $660 million cash acquisition by Autokiniton US Holdings, Inc. Broadridge Corporate Issuer Solutions, Inc. acted as depository bank and Innisfree M&A Inc. as information agent to Autokiniton US Holdings. Autokiniton US Holdings, Inc. completed the acquisition of to acquire Tower International, Inc. (NYSE:TOWR) on September 30, 2019. In connection with the merger, each share of common stock of Tower not validly tendered into the Offer has been cancelled and converted into the right to receive $31 per share, in cash, net of applicable withholding, without interest in accordance with the Merger Agreement.