TOWR Tower International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Tower International, Inc.

(Name of Subject Company (Issuer))

Tiger Merger Sub, Inc.

(Offeror)

a direct, wholly-owned subsidiary of

Autokiniton US Holdings, Inc.

(Parent of Offeror)

KPS Investors IV Ltd.

(Other Person)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common shares, par value USD 0.01 per share

(Title of Class of Securities)

891826109

(CUSIP Number of Class of Securities)

George Thanopoulos

President

Autokiniton US Holdings, Inc.

17757 Woodland Drive

New Boston, Michigan 48164

Telephone: (734) 397-6300

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Angelo Bonvino

Michael Vogel

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This amendment No. 1 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “ Schedule  TO ”) and is being filed by Tiger Merger Sub, Inc., a Delaware corporation (the “ Offeror ”) and a direct, wholly-owned subsidiary of Autokiniton US Holdings, Inc., a Delaware corporation (“ Parent ”), which is controlled by certain private equity funds for which KPS Investors IV Ltd., a Cayman Islands exempted company (“ KPS IV ”), acts as General Partner. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $31.00 per Share (the “ Offer Price ”), in cash, net of applicable withholding, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 15, 2019 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “ Offer ”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of July 12, 2019, by and among Parent, the Offeror and Tower (as it may be amended from time to time, the “ Merger Agreement ”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Items 1 through 9 and Item 11.

Amendments to the Schedule TO and the Offer to Purchase

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by:

“Autokiniton US Holdings, Inc., a Delaware corporation (“Parent” or “AGG” )”;

“ Parent . Parent was incorporated on April 13, 2018 and is an indirect subsidiary of Autokiniton Global Group (Alberta), LP, whose ultimate General Partner is KPS IV. Parent is the parent company of a group of operating companies that supply metal-formed components and complex assemblies to the automotive industry, manufacturing body structures, interior components, closures, thermal management components, and chassis components.

KPS IV.  The principal business activity of KPS IV, a Cayman Islands exempted company, is to act as General Partner to certain private equity funds affiliated with KPS Capital Partners, LP (“ KPS Capital Partners ”) that generally invest in manufacturing and industrial companies across a diverse array of industries, including basic materials, branded consumer, healthcare and luxury products, automotive parts, capital equipment and general manufacturing. KPS IV serves as the ultimate general partner of Autokiniton Global Group (Alberta), LP, the ultimate parent of AGG. Certain KPS Special Situations Funds (the “ KPS Funds ”) are limited partners in Autokiniton Global Group (Alberta), LP and are managed by KPS Capital Partners.

2

“Neither the Offeror nor Parent is aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot cause the Offer to comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offeror.”

“ Parent . Parent was incorporated on April 13, 2018 and is an indirect subsidiary of Autokiniton Global Group (Alberta), LP, whose ultimate General Partner is KPS IV. Parent is the parent company of a group of operating companies that supply metal-formed components and complex assemblies to the automotive industry, manufacturing body structures, interior components, closures, thermal management components, and chassis components. The principal office address of Parent is 485 Lexington Avenue, 31st Floor, New York, NY 10017. The telephone number at the principal office is (212) 338-5100.”

“ KPS IV.  The principal business activity of KPS IV, a Cayman Islands exempted company, is to act as General Partner to certain private equity funds affiliated with KPS Capital Partners, LP (“ KPS Capital Partners ”) that generally invest in manufacturing and industrial companies across a diverse array of industries, including basic materials, branded consumer, healthcare and luxury products, automotive parts, capital equipment and general manufacturing. KPS IV serves as the ultimate general partner of Autokiniton Global Group (Alberta), LP, the ultimate parent of AGG. The principal office address of KPS IV is 485 Lexington Avenue, 31st Floor, New York, NY 10017. The telephone number at the principal office is (212) 338-5100.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended as follows:

3

4

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

Dated August 21, 2019