Based on the information set forth in the Company’ Prospectus Supplement filed with the U.S. Securities and Exchange Commission on July 25, 2013, there were 20,424,525 shares of Common Stock outstanding as of July 15, 2013. As of the date of the filing of this Schedule 13D Amendment No. 2 (the “Filing Date”), Tower Holdings held 4,579,744 shares of Common Stock. In addition, pursuant to the Voting Agreements, Tower Holdings has the power to vote certain securities of the Company beneficially owned by the Tower Affiliated Individuals. As of the Filing Date, the Tower Affiliated Individuals beneficially owned an aggregate of 908,379 shares of Common Stock which are subject to the Voting Agreements. Pursuant to the limited liability company agreement of Tower Holdings, CCM, the manager of Tower Holdings, possesses (i) the sole power to vote and the sole power to direct the disposition of the securities held by Tower Holdings and (ii) the sole power to vote the securities of the Company which are subject to the Voting Agreements. Mr. Feinberg is the president, sole director and sole shareholder of Craig Court, Inc., which is the managing member of Craig Court GP, LLC, which is the general partner of CCM. As a result of holding such positions, Mr. Feinberg possesses (x) the sole power to vote and the sole power to direct the disposition of the securities of the Company held by Tower Holdings and (y) the sole power to vote the securities of the Company which are subject to the Voting Agreements. As a result of the foregoing, as of the Filing Date, Mr. Feinberg may be deemed to beneficially own an aggregate of 5,488,123 shares of Common Stock, or 26.9% of the Common Stock outstanding.
On July 30, 2013, pursuant to the terms, provisions and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), dated as of July 24, 2013, entered into by Tower Holdings and the Company with each of Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as the representatives of the underwriters named in such Underwriting Agreement (the “Underwriters”), Tower Holdings sold to the Underwriters an aggregate of 7,888,122 shares of Common Stock at a purchase price, net of the underwriting discount, of $20.24 per share, or $159,660,519 in the aggregate.
During the period commencing sixty (60) days prior to July 30, 2013, the date of the event which required the filing of this Schedule 13D Amendment No. 2, and ending on the Filing Date, Tower Affiliated Individuals sold in open-market sales an aggregate of 240,465 shares of Common Stock that were subject to the Voting Agreements. As a result of these sales, the voting rights under the Voting Agreements with respect to such shares terminated.
Other than as set forth in this Schedule 13D Amendment No. 2, there were no transactions effected in the shares of Common Stock, or securities convertible into, exercisable for or exchangeable for the shares of Common Stock, by Mr. Feinberg or any person or entity controlled by him, or any person or entity for which he possesses voting or investment control over the securities thereof, during the period commencing sixty (60) days prior to July 30, 2013, the date of the event which required the filing of this Schedule 13D Amendment No. 2, and ending on the Filing Date.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:
On July 24, 2013, Tower Holdings and the Company, entered into the Underwriting Agreement with the Underwriters. Subject to the terms, provisions and conditions set forth in the Underwriting Agreement, the Underwriters agreed to purchase from Tower Holdings, and Tower Holdings agreed to sell to the Underwriters, 7,250,000 shares of Common Stock. In addition, pursuant to the Underwriting Agreement, Tower Holdings granted the Underwriters a 30-day option to purchase up to an additional 1,087,500 shares of Common Stock.
A copy of the Underwriting Agreement is incorporated by reference as Exhibit 7.2 to this Schedule 13D. The description of the Underwriting Agreement set forth herein is qualified in its entirety by reference to the complete copy of the Underwriting Agreement.
Tower Holdings and the Company are parties to a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 14, 2010, that provides, among other things, that Tower Holdings, from time to time, can require the Company to register for resale, pursuant to the Securities Act of 1933, at the Company’s expense, all or a portion of the Common Stock then held by Tower Holdings.
A copy of the Registration Rights Agreement is incorporated by reference as Exhibit 7.3 to this Schedule 13D. The description of the Registration Rights Agreement set forth herein is qualified in its entirety by reference to the complete copy of the Registration Rights Agreement.
The descriptions of the Voting Agreements set forth above are hereby incorporated in their entirety in this Item 6.
Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Mr. Feinberg, Tower Holdings and any other person or entity.
Item 7. Material to be Filed as Exhibits.
7.2. Underwriting Agreement, dated July 24, 2013, by and among Tower International Holdings, LLC, as the selling stockholder, Tower International, Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the representatives of the underwriters named in such Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Tower International, Inc. with the U.S. Securities and Exchange Commission on July 26, 2013).
7.3. Registration Rights Agreement, dated as of October 14, 2010, by and between Tower International Holdings, LLC and Tower International, Inc. (incorporated by reference to Exhibit 4.3 to the Amendment No. 3 to the Registration Statement on Form S-1 filed by Tower International, Inc. with the U.S. Securities and Exchange Commission on May 11, 2010).