Titan Machinery Inc. (NASDAQ: TITN), a leading network of full-service agricultural and construction equipment stores, today announced its intention to offer, subject to market and other conditions, $115 million aggregate principal amount of its convertible senior notes due 2019 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). Titan Machinery expects that such offering would include an option granted to the initial purchasers of the notes to purchase up to an additional $17.25 million aggregate principal amount of the notes to cover overallotments.
Titan Machinery expects to use the net proceeds from the offering of the notes for working capital and general corporate purposes, which could include repaying portions of its floorplan financing facilities and the acquisition of, or investment in, companies or assets that complement its business.
The notes will be general unsecured and unsubordinated obligations of Titan Machinery, and interest will be payable semi-annually. Prior to February 1, 2019, the notes will be convertible only upon the occurrence of specified events; thereafter until maturity the notes will be convertible at any time. Upon conversion, up to the aggregate principal amount of the notes being converted will be settled in cash and any remaining conversion obligation in excess of the aggregate principal amount of the notes being converted will be settled in cash, shares of Titan Machinery common stock or a combination thereof, at Titan Machinery's election.
In addition, on and after May 6, 2015, Titan Machinery may redeem for cash all or a portion of the notes if the last reported sale price of Titan Machinery common stock has been at least 120% of the conversion price for at least 20 trading days during the 30 consecutive trading day period ending on the date Titan Machinery provides notice of redemption. Upon the occurrence of certain fundamental changes, holders of the notes will have the right to require Titan Machinery to purchase all or a portion of their notes for cash at a price equal to 100% of the principal amount of such notes, plus accrued but unpaid interest. Final terms of the notes, including the interest rate, conversion price, over-allotment option and other terms, will be determined by negotiations between Titan Machinery and the initial purchasers of the notes.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The notes and the shares of common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.
About Titan Machinery Inc.
Titan Machinery Inc., founded in 1980 and headquartered in West Fargo, North Dakota, is a multi-unit business with mature locations and newly-acquired locations. The Company owns and operates a network of full service agricultural and construction equipment stores in the United States and Europe. The Titan Machinery network consists of 96 North American dealerships in North Dakota, South Dakota, Iowa, Minnesota, Montana, Nebraska, Wyoming, Wisconsin, and Colorado, including two outlet stores, as well as 10 European dealerships in Romania and Bulgaria. The Titan Machinery dealerships represent one or more of the CNH Brands (NYSE: CNH), a majority-owned subsidiary of Fiat Industrial (Milan: FI.MI), including Case IH, New Holland Agriculture, Case Construction, New Holland Construction, Kobelco and CNH Capital.