Tower Completes Value Creating Sale of its European Operations

LIVONIA, Mich., March 1, 2019 /PRNewswire/ -- Tower International, Inc. (NYSE: TOWR), a leading manufacturer of engineered automotive structural metal components and assemblies, today announced it has completed the sale of all of its European Operations to Financière SNOP Dunois S.A.(FSD), a privately owned French automotive supplier.

The purchase price represents an Enterprise Value of €255 million which represents an EV / Adjusted EBITDA multiple of 5.4x 2018 full year earnings.

"We are pleased to have completed the divestiture of Tower's European operations at a valuation well above our current trading multiple. The divestiture reduces Tower's net leverage to less than 1 times Adjusted EBITDA, giving Tower the flexibility to continue to profitably grow our business, maintain a conservative balance sheet and continue to return of capital to our shareholders," said CEO Jim Gouin. "I would like to thank all of the colleagues from Tower Europe for their great contributions to Tower International over the years and wish them continued success as they become part of FSD."

The divestiture resulted in net cash proceeds of approximately $250 million after payment of transaction costs and fees and the unwinding of the Euro denominated swaps related to
Tower's Term Loan. Following the closure of the transaction, Tower repaid $50 million of outstanding Term Loan B indebtedness. This repayment, coupled with Tower's voluntary reduction to the Term Loan in July 2018 represent repayments totaling $100 million.

Gouin continued, "Since 2014, Tower's North American business has grown by more than 40 percent in a relatively flat production environment as we have benefitted from the industry's shift from passenger cars to trucks and SUVs as well as OEM outsourcing. Tower is well positioned to continue to benefit from these trends and current projections for full-year 2020 represent continued above market revenue growth, improved Adjusted EBITDA margins and significant free cash flow."

Forward-Looking Statements and Risk Factors

This press release contains statements which constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the completion of the sale transaction and debt repayment described in this press release, the timing and consequences of those transactions, projected enterprise value, positioning, projected truck revenues and the outlook for revenue, Adjusted EBITDA Margin, and net leverage. The forward-looking statements can be identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "project," "target," and other similar expressions. Forward-looking statements are made as of the date of this presentation and are based upon management's current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, as well as risk factors described in our reports filed with the SEC, could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements:

global automobile production volumes;
the financial condition of our customers and suppliers;
our ability to make scheduled payments of principal or interest on our indebtedness and comply with the covenants and restrictions contained in the instruments governing our indebtedness;
our ability to refinance our indebtedness;
risks associated with our non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions;
any increase in the expense and funding requirements of our pension and other postretirement benefits;
our customers' ability to obtain equity and debt financing for their businesses;
our dependence on our largest customers;
pricing pressure from our customers;
changes to U.S. trade and tariff policies and the reaction of other countries thereto;
work stoppages or other labor issues affecting us or our customers or suppliers;
our ability to integrate acquired businesses;
our ability to take advantage of emerging secular trends,
risks associated with business divestitures; and
costs or liabilities relating to environmental and safety regulations.