Titan Settles Tender Offer and Call for Redemption Early

Nov. 20, 2017

The consent deadline with respect to Titan International Inc.'s previously announced cash tender offer and consent solicitation for any and all of its outstanding 6.875% Senior Secured Notes due 2020 has come and gone.

The result? According to information provided by the tender agent, as of 5 p.m. on Nov. 17, 2017, holders of $349,612,000, or approximately 87.4%, of the total outstanding principal amount of the 2020 Notes tendered their notes and provided consents. "The consents received are sufficient to effect the proposed amendments to the indenture governing the 2020 Notes and the release of the collateral securing the 2020 Notes," says the company.

Titan elected to exercise its early settlement election described in the "Offer to Purchase and Consent Solicitation Statement," dated Nov. 3, 2017, relating to the tender offer. Holders of the 2020 Notes who validly tendered at or prior to the consent deadline received the total consideration of $1,038.38 per $1,000 principal amount of 2020 Notes validly tendered at or before the consent deadline and accepted in the tender offer, which includes a consent payment of $30 for each $1,000 principal amount of 2020 Notes, plus accrued and unpaid interest from the last interest payment date for the 2017 Notes to, but not including, the early settlement date.

Titan also announced that, in accordance with the redemption provisions of the indenture governing the 2020 Notes, it has called for redemption all 2020 Notes that are not validly tendered by the expiration of the tender offer at 12:00 a.m., New York City time, at the end of Dec. 4, 2017. The 2017 Notes will be redeemed on Dec. 20, 2017.

Holders of 2020 Notes who validly tender their notes after the consent deadline but before the expiration of the ender offer will receive only the tender offer consideration of $1,008.38 per $1,000 principal amount of notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the notes to, but not including, the purchase date therefor.

Titan's obligation to accept any notes tendered and to pay the consideration for them is set forth solely in the offer to purchase. The tender offer is made only by, and pursuant to the terms of, the offer to purchase, and the information in this press release is qualified by reference to the offer to purchase. Subject to applicable law, Titan may amend, extend, or, subject to certain conditions, terminate the tender offer.

Titan has engaged Goldman, Sachs & Co. LLC as sole dealer manager and solicitation agent for the tender offer and consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should contact Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 357-1452.

The complete terms and conditions of the tender offer and consent solicitation are described in the offer to purchase, copies of which may be obtained from Global Bondholder Services Corp., the information agent and depositary for the tender offer, at (212) 430-3774 for banks and brokers, or (866) 470-4300 for noteholders.

For more information on Titan and its products, visit www.titan-intl.com.