*Based on the information set forth in the Prospectus Supplement of Tower International, Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission on November 4, 2013, there were 20,469,782 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company outstanding as of October 25, 2013. As of November 8, 2013 (the “Filing Date”), Tower International Holdings, LLC, a Delaware limited liability company (“Tower Holdings”), held 1,129,744 shares of Common Stock. In addition, Tower Holdings is a party to voting agreements (the “Voting Agreements”) with certain current and former senior executive officers, directors, and/or consultants of or to the Company (collectively, the “Tower Affiliated Individuals”) pursuant to which 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 752,786 shares of Common Stock which are subject to the Voting Agreements. Pursuant to the limited liability company agreement of Tower Holdings, Cerberus Capital Management, L.P. (“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. Stephen 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 1,882,530 shares of Common Stock, or 9.2% of the Common Stock outstanding.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:
Based on the information set forth in the Company’ Prospectus Supplement filed with the U.S. Securities and Exchange Commission on November 4, 2013, there were 20,469,782 shares of Common Stock outstanding as of October 25, 2013. As of the date of the filing of this Schedule 13D Amendment No. 3 (the “Filing Date”), Tower Holdings held 1,129,744 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 752,786 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 1,882,530 shares of Common Stock, or 9.2% of the Common Stock outstanding.
Pursuant to the terms, provisions and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), dated as of October 31, 2013, entered into by Tower Holdings and the Company with Morgan Stanley & Co. LLC as the underwriter (the “Underwriter”), Tower Holdings sold to the Underwriter (i) on November 6, 2013, an aggregate of 3,000,000 shares of Common Stock at a purchase price of $20.10 per share, or $60,300,000 in the aggregate, and (ii) on November 8, 2013, an aggregate of 450,000 shares of Common Stock at a purchase price of $20.10 per share, or $9,045,000 in the aggregate.
During the period commencing sixty (60) days prior to November 6, 2013, the date of the event which required the filing of this Schedule 13D Amendment No. 3, and ending on the Filing Date, Tower Affiliated Individuals sold in open-market sales an aggregate of 15,050 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. 3, 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 November 6, 2013, the date of the event which required the filing of this Schedule 13D Amendment No. 3, 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 adding the following after the sixth paragraph thereof:
On October 31, 2013, Tower Holdings and the Company, entered into the Underwriting Agreement with the Underwriter. Subject to the terms, provisions and conditions set forth in the Underwriting Agreement, the Underwriter agreed to purchase from Tower Holdings, and Tower Holdings agreed to sell to the Underwriter, 3,000,000 shares of Common Stock. In addition, pursuant to the Underwriting Agreement, Tower Holdings granted the Underwriter a 30-day option to purchase up to an additional 450,000 shares of Common Stock.
A copy of the Underwriting Agreement is incorporated by reference as Exhibit 7.3 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.
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.
7.3. Underwriting Agreement, dated October 31, 2013, by and among Tower International Holdings, LLC, as the selling stockholder, Tower International, Inc., and Morgan Stanley & Co. LLC, as the Underwriter (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 November 5, 2013).