Superior Industries International (SUP) Proxy Filing summary

Executive summary

• Definitive agreements have been signed for an acquisition by a group of existing term loan investors, converting significant debt to equity and extinguishing preferred stock to improve long-term financial stability.

• The transaction will be implemented via a merger, with the investors converting up to $550 million of term loan claims into 96.5% of the new parent company's equity.

• Common shareholders will receive $0.09 per share in cash (aggregate ~$3.1 million), and preferred shareholders will receive ~$6.2 million in cash plus 3.5% of new equity.

• The company’s funded debt will be reduced by nearly 90%, from ~$982 million to ~$125 million, and the company will become privately held post-closing.

• The transaction is expected to close in Q3 2025, subject to customary conditions and regulatory approvals.

Voting matters and shareholder proposals

• Stockholders representing about 40% of voting power have entered into voting and support agreements to approve the transaction.

• Shareholder approval is required for the merger; a proxy statement will be filed and mailed to shareholders.

• Voting and support agreements require supporting shareholders to vote in favor of the merger and against competing proposals unless the board changes its recommendation.

Board of directors and corporate governance

• The board and a transaction committee unanimously approved the merger, determined it is in the best interests of shareholders, and recommended its adoption.

• Post-merger, the board of the surviving corporation will be composed of the directors of the merger sub immediately prior to closing.