Superior Industries International, a manufacturer of aluminum wheels for light vehicles based in Southfield, MI, will commence a tender offer for 100% of the outstanding shares of UNIWHEELS. This tender offer is being commenced in connection with an agreement by the owner of 61% of the outstanding UNIWHEELS shares, UNIWHEELS Holdings, which has irrevocably agreed to tender its shares. The tender offer is not conditioned on receipt of any antitrust approvals. The aggregate equity purchase price, assuming all outstanding shares are tendered, is anticipated to be approximately $715 million.

Headquartered in Germany, UNIWHEELS is the third largest supplier of aluminum wheels to the European OEM automotive market and Europe’s leading manufacturer of aluminum wheels for the automotive aftermarket.

The transaction is to be financed with approximately $660 million of newly funded debt, consisting of a $400 million senior secured term loan B and $260 million of senior unsecured notes, as well as $150 million of preferred equity, consisting of $100 million of Series A convertible redeemable preferred stock and $50 million of Series B preferred stock. A $150 million revolving credit facility also will be obtained.

The debt financing will be provided by a consortium of banks including Citibank, JP Morgan, Royal Bank of Canada and Deutsche Bank.

The preferred equity will be purchased by TPG Growth.

“This is a highly transformative and synergistic transaction that will deliver meaningful benefits to all of the stakeholders and positions the combined company extremely well for future growth,” said Don Stebbins, Superior’s president and CEO. “The acquisition immediately establishes us as a leading global supplier of aluminum wheels, diversifies our customer base and end markets, expands our geographic reach, and creates a platform to better serve our global customers. This is a remarkable opportunity for Superior, UNIWHEELS, and our collective employees and shareholders.”

“We are truly delighted to join forces with Superior. The combination brings together highly complementary product technologies and manufacturing processes, creating global scale and positioning the business for profitable and sustainable growth. The combination of UNIWHEELS’ and Superior’s management teams, its workforce and operations will strengthen relationships with OEMs throughout the world,” said Dr. Thomas Buchholz, chief executive officer and chairman of UNIWHEELS’ Executive Board.

Evercore is serving as lead financial advisor, with PwC and Ernst & Young also providing transaction support. Winston & Strawn is lead legal counsel to Superior, while Allen & Overy, Heuking Kühn Lüer Wojtek, and SMM Legal also are acting as legal counsel.