Titan International Inc (TWI): MHR Fund Management Enters Audit Committee Observer Agreement Acquires Some Shares

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A newly-amended 13D filing with the SEC revealed that Mark Rachesky‘s MHR Fund Management signed an Audit Committee Observer Agreement with Titan International Inc (NYSE:TWI), under the terms of which the fund gets the right to name an observer to the Audit Committee of the Board of Directors of Titan International, so long as the fund holds at least the lesser of 8.01 million shares and 10% of the company’s outstanding stock. Upon this agreement, MHR Fund Management named Michael Sirignano as the observer, and holds the right to make a substitute of the observer at any time for any reason. The fund also reported owning 8.06 million shares of Titan International, which account for 14.90% of the stock, slightly higher compared to 8.01 million shares it held at the end of June.

Titan International is a company that manufactures tires and wheels for off-road vehicles used in agriculture, and earthmoving/construction sectors. Over the past 12 months, the company’s stock has gained 55.59%. For the second quarter of 2016, Titan International reported a loss per share of $0.07 missing the estimates of a loss per share of $0.04, and revenue of $330.2 million, also below the analysts’ estimates of $331.5 million.

Mark Rachesky MHR

At the end of June, 13 investors from our database were long Titan International (NYSE:TWI), same as in the previous quarter. Some of the bullish investors encompassed Jim Simons’ Renaissance Technologies, which held a position worth around $12.71 million, Terence Hogan’s Addison Clark Management, which owned $2.03 million worth of stock, Joseph A. Jolson’s Harvest Capital Strategies, D. E. Shaw’s D E Shaw, and Peter Muller PDT Partners.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MHR INSTITUTIONAL PARTNERS III 7,200,427 0 7,200,427 0 7,200,427 13.3%
MHR INSTITUTIONAL ADVISORS III 7,200,427 0 7,200,427 0 7,200,427 13.3%
MHR FUND MANAGEMENT 8,005,000 0 8,005,000 0 8,005,000 14.8%
MHR HOLDINGS 8,005,000 0 8,005,000 0 8,005,000 14.8%
MARK H. RACHESKY, M.D 8,064,000 0 8,064,000 0 8,064,000 14.90%

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Page 1 of 9 – SEC Filing

Table of Contents


Washington, D.C. 20549




[Rule 13d-101]




(Amendment No. 8)*



Titan International, Inc.

(Name of Issuer)



Common Stock, No Par Value Per Share

(Title of Class of Securities)


(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2016

(Date of Event which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

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