SCHEDULE: Oaktree Affiliate to Take Superior Industries Private
Change of Control Filing
SUP Parent Holdings, an Oaktree affiliate, acquired a 20.4% stake in Superior Industries International, Inc. as part of a planned merger to take the company private.
Summary
- SUP Parent Holdings, LLC, an affiliate of Oaktree Capital Management, acquired 7,600,000 shares of Superior Industries International, Inc. Common Stock.
- This acquisition represents approximately 20.4% of the outstanding shares of Common Stock.
- The shares were purchased for $0.09 per share, totaling an aggregate purchase price of $684,000.
- The acquisition is part of an Agreement and Plan of Merger, under which a wholly-owned subsidiary of SUP Parent will merge with Superior Industries, making Superior Industries a wholly-owned subsidiary of SUP Parent.
- Following the merger, Superior Industries International, Inc. expects to delist and deregister its securities.
- Oaktree will have significant control over the Issuer's voting matters until the merger closes and will appoint a majority of the board post-merger, contingent on its equity holdings.
Sentiment
Score: 3
Explanation: The filing indicates a take-private transaction, which typically removes liquidity for public shareholders. The very low per-share price for the subscription shares suggests a distressed situation or a highly unfavorable valuation for existing public shareholders, although the full merger consideration is not disclosed. The change of control to Oaktree could bring stability but at the cost of public ownership.
Positives
- The transaction provides a clear path for Superior Industries International, Inc. to become a wholly-owned subsidiary of SUP Parent, potentially streamlining operations and decision-making.
- Oaktree's significant equity stake and board control post-merger indicate strong commitment and potential for strategic restructuring.
Negatives
- The planned delisting and deregistration of Superior Industries International, Inc. securities will remove the company from public trading, limiting liquidity for current public shareholders.
- The purchase price of $0.09 per share for the subscription shares is very low, which could imply a distressed valuation or a specific type of transaction (e.g., debt conversion) not fully detailed as a per-share merger price for all shareholders.
Risks
- The delisting and deregistration of securities will eliminate public market access for investors.
- Oaktree Capital Management LP, an affiliate of the reporting persons, previously settled an SEC investigation for violations related to beneficial ownership reporting, resulting in a $375,000 penalty. While this is a past event, it highlights regulatory compliance risks within the broader Oaktree group.
Future Outlook
The Issuer expects to be merged into a wholly-owned subsidiary of SUP Parent Holdings, LLC, an Oaktree affiliate. Following the merger, the Issuer's securities are expected to be delisted and deregistered from public trading. Oaktree will gain significant control over the company's governance and board composition post-merger.
Industry Context
This filing indicates a significant private equity-led take-private transaction. Such transactions often occur when public market valuations are perceived as undervalued, or when a company requires significant restructuring that is better managed away from public scrutiny and quarterly reporting pressures. It aligns with a trend of private capital seeking control stakes in companies for strategic overhauls.
Comparison to Industry Standards
- This is a Schedule 13D filing, which is a standard regulatory disclosure for significant ownership changes and intentions to influence or control a public company.
- The acquisition of a 20.4% stake as part of a planned take-private merger is a common strategy for private equity firms like Oaktree.
- The stated purchase price of $0.09 per share for the subscription shares is notably low, suggesting a highly specific financial restructuring or a distressed asset acquisition, which would need comparison to similar distressed transactions or debt-for-equity swaps in the broader market, rather than typical M&A premiums.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board of Managers | Not specified | Four managers appointed by Oaktree (one Chairperson, two independent) if Oaktree holds >= 75% equity at Closing; two managers if >= 50%; one manager if >= 30%. Remaining seats appointed by majority of common equity holders. | Upon Closing of Merger | Change of control as part of take-private merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Voting Control | Until the merger closes, Oaktree (as Required Lenders) will have the right to vote on all matters and their affirmative vote is required for all actions by the Issuer. | July 8, 2025 (Merger Agreement execution) | Grants Oaktree significant control over the Issuer's strategic and operational decisions prior to the merger completion. |
| Board Composition | Upon closing of the merger, the surviving entity will have a seven-member board of managers, with Oaktree appointing a majority of the members based on its equity stake. | Upon Closing of Merger | Establishes Oaktree's control over the company's governance and strategic direction post-privatization. |
| Public Status | The Issuer expects to delist and deregister its securities following the merger. | Upon Closing of Merger | Removes the company from public markets, eliminating public reporting requirements and shareholder liquidity. |
Legal Proceedings
- Oaktree Capital Management LP, an affiliate of OCH, settled an SEC investigation on September 25, 2024, for violations of Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and related rules, agreeing to cease and desist and pay a $375,000 penalty.
Related Party Transactions
- SUP Parent Holdings, LLC and SUP Merger Sub, Inc. are affiliates of the lenders (including Oaktree Fund Administration, LLC) party to the Issuer's existing Amended and Restated Credit Agreement.
- SUP Parent Holdings, LLC purchased 7,600,000 shares of Common Stock from the Issuer.
Stakeholder Impact
- Shareholders: Existing public shareholders will lose liquidity as the company delists and deregisters. The implied valuation from the subscription shares ($0.09/share) is very low, suggesting a potentially unfavorable outcome for public shareholders, though the full merger consideration is not detailed.
- Creditors: Oaktree, as an affiliate of existing lenders, is taking control, which could imply a restructuring of debt or a conversion of debt to equity, potentially impacting other creditors depending on the terms.
- Management/Employees: While not explicitly stated, a take-private transaction often leads to operational changes and potential restructuring, which could impact employees.
Next Steps
- Closing of the Merger between Superior Industries International, Inc. and SUP Merger Sub, Inc.
- Delisting of Superior Industries International, Inc. securities.
- Deregistration of Superior Industries International, Inc. securities.
- Formation of a seven-member board of managers for the surviving entity, with Oaktree appointing a majority of members based on its equity holdings.
Key Dates
| Date | Description |
|---|---|
| 2024-08-14 | Date of Issuer's existing Amended and Restated Credit Agreement. |
| 2024-09-25 | SEC accepted an offer by Oaktree Capital Management LP to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934. |
| 2025-06-04 | Date of Second Amendment to Amended and Restated Credit Agreement. |
| 2025-07-08 | Issuer entered into Agreement and Plan of Merger with SUP Parent and SUP Merger Sub, Inc. and Subscription Agreement with SUP Parent. |
| 2025-07-30 | Superior Industries International, Inc. filed Schedule 14A Preliminary Proxy Statement (Exhibit 99.1 incorporated by reference). |
| 2025-08-13 | SUP Parent purchased 7,600,000 Subscription Shares for $684,000; Date of event requiring filing of this statement. |
| 2025-08-14 | Date as of which 37,298,422 shares of Common Stock were outstanding, used for percentage calculation. |
| 2025-08-15 | Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC. |
| 2025-08-20 | Date of Joint Filing Agreement and filing date of this Schedule 13D. |
Recommendation
sellThe filing details a planned take-private transaction where Superior Industries International, Inc. will be delisted and deregistered. The acquisition of a significant stake by an Oaktree affiliate at a very low price ($0.09 per share for the subscription shares) strongly suggests a distressed valuation or a debt-to-equity conversion scenario. While the full merger consideration for public shareholders is not explicitly stated, the intent to delist implies a buyout. Investors should consider selling to realize value before the company goes private, especially given the potential for a low buyout price or limited liquidity post-merger.
Keywords
Superior Industries International, Oaktree Capital, Schedule 13D, Merger Agreement, Going Private, Delisting, Share Acquisition, Corporate Control
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