0000899751-24-000061 Sample Contracts

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (Dollar amounts presented in thousands, except per share amounts)
Titan International Inc • May 16th, 2024 • Steel works, blast furnaces & rolling mills (coke ovens)

On February 29, 2024, Titan International, Inc., a Delaware corporation (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Titan Tire Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Holdings”), Carlstar Intermediate Holdings I, LLC (“Carlstar Intermediate”), AIPCF V Feeder (Cayman), LP (“AIPCF Cayman”), AIPCF V Feeder CTP Tire, LLC (together with Carlstar Intermediate and AIPCF Cayman, the “Sellers”) and The Carlstar Group, LLC (“Carlstar”) under which Holdings acquired all of the equity interest of Carlstar (the “Transaction”) for a total purchase price of approximately $296.2 million, consisting of $127.5 million of cash (the “Cash Consideration”) and $168.7 million of the Company’s common stock, subject to certain customary adjustments including a working capital adjustment based on an agreed working capital target. See Note 1 to this unaudited pro forma condensed combined fin

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