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EX-99.2 - UPDATED RISK FACTORS - TITAN INTERNATIONAL INC | ex992.htm |
8-K - TITAN INTERNATIONAL, INC. FORM 8-K DECEMBER 14, 2009 - TITAN INTERNATIONAL INC | form8k.htm |
Exhibit 99.1
Titan
International Inc. to Offer $75 Million Convertible Senior Subordinated
Notes
QUINCY,
Ill., December 14, 2009 – Titan International, Inc. (NYSE: TWI) (“Titan” or the
“Company”) today announced its intention to offer, subject to market and other
conditions, $75 million aggregate principal amount of its Convertible Senior
Subordinated Notes due 2017 (the “Notes”) in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. Titan expects to grant the initial purchasers of its Notes an option to
purchase up to $11.25 million principal amount of additional Notes, solely to
cover over-allotments.
The Notes
will bear cash interest at a fixed rate, to be payable semiannually and will be
convertible at the option of the holders into shares 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 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 interest rate, conversion rate and other terms of the Notes will be
determined by negotiations between Titan and the initial purchasers. The Notes
will be subordinated in right of payment to Titan’s existing 8% senior notes due
2012.
Titan
intends to use the proceeds from the offering for general corporate purposes,
including financing potential future acquisitions and repayment of existing debt
obligations.
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.
Contact:
Courtney Leeser
Communications
Coordinator
(217)
221-4489