Titan International to Sell ITM Undercarriage Business to USCO S.p.A.

Titan International, Inc. has entered into a definitive agreement to sell its Italtractor ITM undercarriage business to USCO S.p.A. The transaction, valued at approximately $207 million in cash, is expected to close in January 2027, subject to regulatory approvals and other customary closing conditions.

Under the terms of the Sale and Purchase Agreement, Titan ITM Holding S.p.A. and Titan Europe Limited will sell all outstanding equity interests of ITM to USCO. The purchase price is subject to adjustments based on ITM's working capital, transaction expenses, cash, and indebtedness as of the closing date. Additionally, Titan is eligible to receive an earnout payment of up to approximately $6 million, contingent upon ITM achieving specified performance criteria for 2026.

Titan currently expects to receive approximately $23 million in additional cash value from these adjustments. Furthermore, the company has received or expects to receive $49 million in dividends from ITM, consisting of $38 million received in recent years and $11 million expected prior to closing. Taken together, these figures represent a total expected cash value of up to approximately $285 million for Titan.

ITM is a global designer, manufacturer, and service provider of undercarriage components and solutions, serving customers in construction, mining, forestry, and agriculture. The business includes several foreign entities, including Titan Intertractor GmbH in Germany, Titan ITM (Tianjin) Ltd in China, Intertractor America Corporation in Delaware, and operations in Brazil, Spain, Australia, and India.

Titan International intends to use a portion of the transaction proceeds to reduce existing debt and strengthen its balance sheet. The company also plans to deploy capital toward key growth investments, including accretive acquisitions and strategic partnerships, to support its long-term transformation.

The transaction has been approved by Titan's Board of Directors and Audit Committee. Richard Cashin, the Chairman of One Equity Partners (which holds a minority interest in USCO) and a member of Titan's Board, abstained from deliberations regarding the deal.