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| LEI | 549300D1ZZV3IWN54G85 |
| CIK | 1637655 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Horizon Global Corp
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 21, 2023 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-37427 HORIZON GLOBAL CORPORATION (Exact name of registrant as speci |
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| February 13, 2023 |
HZN / Horizon Global Corp / Iron Park Capital Partners, LP - SC 13G/A Passive Investment SC 13G/A 1 tm236587d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 44052W104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 13, 2023 |
HZN / Horizon Global Corp / GASC APF, L.P. - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 eh23032929813ga2-horizon.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Horizon Global Corporation (Name of Issuer) Common Stock, par value US$0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing o |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. |
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| February 8, 2023 |
Amended and Restated Bylaws of Horizon Global Corporation Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF HORIZON GLOBAL CORPORATION ARTICLE I STOCKHOLDERS Section 1. Annual Meeting An annual meeting of the stockholders of Horizon Global Corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such d |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Horizon Global Corporation (Exact name of registrant as specified in its charter) Delaware 001-37427 47-3574483 (State or other jurisdiction of incorporation) (Commis |
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| February 8, 2023 |
SC 14D9/A 1 d439298dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Horizon Global Corporation (Name of Subject Company) Horizon Global Corporation (Name of Person Filing Statement) Common Stock, $0.01 par |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 S-8 POS As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. |
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| February 8, 2023 |
Amended and Restated Certificate of Incorporation of Horizon Global Corporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HORIZON GLOBAL CORPORATION I. The name of this corporation is Horizon Global Corporation. II. The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the registered agent of the corporation in the S |
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| February 8, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 21, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 S-8 POS 1 d391690ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. 333-239416 Registration No. 333-230398 Registration No. 333-205195 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239416 FORM S-8 REGISTRATION STATEMENT NO. 333-230398 FORM S- |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) HORIZON GLOBAL CORPORATION (Name of Subject Company (Issuer)) PHX MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of FIRST BRANDS GROUP, LLC (Name of Fili |
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| February 7, 2023 |
Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE CONTACT: Michael Baker, Chief Corporate Strategy Officer First Brands Group, LLC (216) 302-2590 Michael. |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Horizon Global Corporation (Name of Subject Company) Horizon Global Corporation (Name of Person Filing Statement) Common Stock, $0.01 par value per share Series B Preferred Stock, |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2023 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| January 20, 2023 |
CORRESP 6 filename6.htm January 20, 2023 Mr. Michael Killoy Mr. David Plattner U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Re: Horizon Global Corporation Schedule TO-T filed by PHX Merger Sub, Inc. et al. Filed January 10, 2023 File No. 005-88963 Messrs. Killoy and Plattner: This letter responds |
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| January 20, 2023 |
Exhibit (d)(3) Exhibit (d)(3) CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF HORIZON GLOBAL CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware Horizon Global Corporation, a Delaware corporation (the “Corporation”), hereby certifies that, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has duly adopted the following resolutions: RESOLVED, that, pursuant to Article IV of the Corporation’s Amended and Restated Certificate of Incorporation (which authorizes 100,000,000 shares of preferred stock, par value $0. |
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| January 20, 2023 |
HZN / Horizon Global Corp / Beryl Capital Management LLC Passive Investment SC 13G 1 hzn.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 44052W104 (CUSIP Number) January 9, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 20, 2023 |
SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) HORIZON GLOBAL CORPORATION (Name of Subject Company (Issuer)) PHX MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of FIRST BRANDS GROUP, LLC (Name of Filing P |
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| January 10, 2023 |
Confidentiality Agreement, dated as of July 29, 2022, by and between Parent and Horizon Exhibit (a)(d)(2) Confidentiality Agreement July 29, 2022 Stephen Graham Chief Financial Officer First Brands Group, LLC. |
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| January 10, 2023 |
Offer to Purchase, dated January 9, 2023. Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock and All Outstanding Shares of Series B Preferred Stock of HORIZON GLOBAL CORPORATION a Delaware Corporation at $1. |
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| January 10, 2023 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 10, 2023 |
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 HORIZON GLOBAL CORPORATION (Name of Subject Company (Issuer)) PHX MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of FIRST BRANDS GROUP, LLC (Name of Filing Persons (Parent of Offeror)) Com |
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| January 10, 2023 |
Form of Letter of Transmittal. Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of HORIZON GLOBAL CORPORATION at $1. |
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| January 10, 2023 |
Form of Summary Advertisement as published in The New York Times on January 9, 2023. Exhibit (a)(1)(E) SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| January 10, 2023 |
Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Horizon Global Corporation at $1. |
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| January 10, 2023 |
Calculation of Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $112,413,271(1) 0. |
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| January 10, 2023 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Horizon Global Corporation at $1. |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| January 3, 2023 |
Form of email to key customers of the Company, first used on January 3, 2023. EX-99.2 Exhibit 99.2 CUSTOMER COMMUNICATION Dear [CUSTOMER], Today, Horizon Global announced that it has entered into a definitive merger agreement with First Brands Group, LLC (“First Brands”), a global automotive parts manufacturer that serves the worldwide automotive aftermarket, pursuant to which First Brands will acquire Horizon Global (the “Transaction”). We have included a link to the press |
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| January 3, 2023 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Horizon Global Corporation (Name of Subject Horizon) Horizon Global Corporation (Name of Person Filing Statement) Common Stock, $0.01 par value per share Series B Preferred Stock, $0.01 par |
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| January 3, 2023 |
Form of email to key suppliers of the Company, first used on January 3, 2023. EX-99.1 Exhibit 99.1 SUPPLIER COMMUNICATION Dear [Supplier], Today, Horizon Global announced that it has entered into a definitive merger agreement with First Brands Group, LLC (“First Brands”), a global automotive parts manufacturer that serves the worldwide automotive aftermarket, pursuant to which First Brands will acquire Horizon Global (the “Transaction”). We have included a link below to the |
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| January 3, 2023 |
Bylaws of the Company, as amended as of December 30, 2022 EXHIBIT 3.1 AMENDED AND RESTATED HORIZON GLOBAL CORPORATION BYLAWS (As Amended as of December 30, 2022) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of ?HORIZON GLOBAL CORPORATION?, a Delaware Corporation (the ?Corporation?), shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Other Offices. The Corporation may also have offices at such |
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| January 3, 2023 |
HORIZON GLOBAL ANNOUNCES AGREEMENT WITH FIRST BRANDS GROUP FOR IMMEDIATE RELEASE Matthew Meyer Horizon Global Corporation Chief Accounting Officer (734) 656-3000 mmeyer@horizonglobal. |
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| January 3, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FIRST BRANDS GROUP, LLC, PHX MERGER SUB, INC., and HORIZON GLOBAL CORPORATION dated as of December 30, 2022 TABLE OF CONTENTS Page Article I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Company Actions 4 Article II THE MERGER 6 Section 2.1 The Merger. 6 Section 2.2 Closing. 6 Section 2.3 Effect |
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| January 3, 2023 |
Form of email to employees of the Company, first used on January 3, 2023. EX-99.3 Exhibit 99.3 EMPLOYEE COMMUNICATION Dear Horizon Global Colleagues, Today we announced that Horizon Global has entered into a definitive merger agreement with First Brands Group, LLC (“First Brands”), a global automotive parts manufacturer that serves the worldwide automotive aftermarket, pursuant to which First Brands will acquire Horizon Global (the “Transaction”). We believe the Transac |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 21, 2022 |
FOR IMMEDIATE RELEASE Matthew Meyer Horizon Global Corporation Chief Accounting Officer (734) 656-3000 mmeyer@horizonglobal. |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 9, 2022 |
Exhibit 10.1 TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Tenth Amendment to Loan and Security Agreement (this ?Tenth Amendment?) is made this 26th day of September, 2022, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario (?Cequent Canada?; together with H |
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| November 9, 2022 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2022 FOR IMMEDIATE RELEASE Matthew Meyer, Chief Accounting Officer Horizon Global Corporation (734) 656-3000 mmeyer@horizonglobal. |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZ |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| August 9, 2022 |
2 between Horizon Global Corporation and the Purchasers named in Schedule I thereto. Exhibit 10.2 Execution Version PREFERRED STOCK PURCHASE AGREEMENT BETWEEN HORIZON GLOBAL CORPORATION AND PREFERRED STOCK PURCHASE AGREEMENT BETWEEN HORIZON GLOBAL CORPORATION AND THE PURCHASERS NAMED IN SCHEDULE 1 Dated as of June 27, 2022 NAI-1527894887v8 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 4 Article II PRIVATE PLACEMENT 5 Section 2.1 The P |
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| August 9, 2022 |
Exhibit 10.3 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Ninth Amendment to Loan and Security Agreement (this ?Ninth Amendment?) is made this 30th day of June, 2022, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario (?Cequent Canada?; together with Horizo |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON GL |
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| August 9, 2022 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2022 FOR IMMEDIATE RELEASE Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2022 Second Quarter Summary ?Net sales of $181.2 million ?$40.9 million decrease from second quarter of 2021 ?Gross profit of $20.7 million ?$26.6 million decrease from second quarter of 2021 ?Gross profit margin(4) decreased to |
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| July 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| July 12, 2022 |
HZN / Horizon Global Corp / Corre Partners Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| June 30, 2022 |
Series B Preferred Stock Certificate of Designations. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF HORIZON GLOBAL CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware Horizon Global Corporation, a Delaware corporation (the ?Corporation?), hereby certifies that, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delawar |
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| June 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| May 31, 2022 |
Conflict Minerals Report of Horizon Global Corporation Exhibit 1.01 Horizon Global Corporation Conflict Minerals Report For the Reporting Period January 1, 2021 to December 31, 2021 Horizon Global Corporation (?Horizon?, the ?Company?, ?us? or ?we?) is filing this Conflict Minerals Report (this ?Report?) for the reporting period January 1, 2021 to December 31, 2021 (the ?Reporting Period?) as an exhibit to its Form SD (?Form SD?) in accordance with Ru |
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| May 31, 2022 |
SD 1 hznformsdconflictmineralsr.htm SD CONFLICT MINERALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Horizon Global Corporation (Exact name of registrant as specified in its charter) Delaware 001-37427 47-3574483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 47912 Halyard D |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| May 18, 2022 |
CORRESP 1 filename1.htm May 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Horizon Global Corporation Registration Statement on Form S-3 (Registration No. 333-264862) Ladies and Gentlemen: On behalf of Horizon Global Corporation (“Horizon Global”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated u |
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| May 11, 2022 |
As filed with the Securities and Exchange Commission on May 11, 2022 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2022 Registration No. |
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| May 11, 2022 |
Form of Debt Securities Indenture. EX-4.3 2 d340482dex43.htm EX-4.3 Exhibit 4.3 HORIZON GLOBAL CORPORATION INDENTURE Dated as of [ ] [ ], as Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) 4.03; 4.04; |
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| May 11, 2022 |
Exhibit 24.1 HORIZON GLOBAL CORPORATION REGISTRATION STATEMENT ON FORM S-3 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Horizon Global Corporation, a Delaware corporation (the ?Registrant?), does hereby constitute and appoint Terrence G. Gohl, Dennis E. Richardville, Matthew J. Meyer and Jay Goldbaum, or any of them, each acting alone, as the |
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| May 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| May 5, 2022 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2022 FOR IMMEDIATE RELEASE Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2022 First Quarter Summary ?Net sales of $180.9 million ?$18.3 million decrease from first quarter of 2021 ?Gross profit of $20.2 million ?$20.4 million decrease from first quarter of 2021 ?Gross profit margin(4) decreased to 11. |
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| May 5, 2022 |
Exhibit 10.3 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Eighth Amendment to Loan and Security Agreement (this ?Eighth Amendment?) is made this 4th day of April, 2022, and effective as of March 31, 2022, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON G |
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| April 14, 2022 |
DEF 14A 1 hzn2022proxy.htm DEF 14A PROXY STATEMENT QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Pr |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| March 10, 2022 |
Form of Warrant (Relating to Term Loan Agreement Amendment) THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. |
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| March 10, 2022 |
Horizon Global Corporation Subsidiary List. Exhibit 21.1 Horizon Global Corporation Significant (1)Subsidiary List Horizon Global Americas Inc. (Delaware corporation) Westfalia ? Automotive GmbH (Germany) Certain companies may also use trade names or other assumed names in the conduct of their business. (1) As defined in Rule 1-02(w) of Regulation S-X, and other more significant operating companies as determined by management |
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| March 10, 2022 |
Exhibit 10.56 CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT This CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment") is dated as of February 10, 2022, and is entered into by and among HORIZON GLOBAL CORPORATION (the "Borrower"), the lenders party hereto (the "Lenders") and ATLANTIC PARK STRATEGIC CAPITAL FUND L.P., as administrative agent and collateral agent for the Lenders (the "Admi |
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| March 10, 2022 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2021 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2021 Fourth Quarter Highlights ?Net sales of $164.3 million ? $11.6 million decrease from fourth quarter of 2020 ?Gross profit of $16.0 million ?$16.9 million decrease from fourth quarter of 2020 ?Gros |
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| March 10, 2022 |
Exhibit 10.55 LIMITED CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Limited Consent and Seventh Amendment to Loan and Security Agreement (this ?Seventh Amendment?) is made this 10th day of February, 2022, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-37427 HORIZON GLOBAL |
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| March 10, 2022 |
Exhibit 10.54 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Sixth Amendment to Loan and Security Agreement (this ?Sixth Amendment?) is made this 30th day of December, 2021, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario (?Cequent Canada?; together with H |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| February 17, 2022 |
HZN / Horizon Global Corp / Corre Partners Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 14, 2022 |
HZN / Horizon Global Corp / GASC APF, L.P. - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Global Corporation (Name of Issuer) Common Stock, par value US$0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
HZN / Horizon Global Corp / Iron Park Capital Partners, LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 44052W104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pu |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2022 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| February 11, 2022 |
FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL ANNOUNCES TERM LOAN AMENDMENT AND PREFERRED STOCK COMMITMENT LETTER AND PROVIDES PRELIMINARY FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS Plymouth, Michigan, February 10, 2022 ? Horizon Global Corporation (NYSE: HZN), one of the leading manufacturers of bra |
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| November 4, 2021 |
Exhibit 10.1 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement (this ?Fifth Amendment?) is made this 17th day of September, 2021, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario (?Cequent Canada?; together with H |
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| November 4, 2021 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2021 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2021 Third Quarter Highlights ?Net sales of $196.5 million in a period impacted by rising commodity costs and global supply chain constraints ?$5.0 million decrease compared to third quarter of 2020 ?Gross profit of $38. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZ |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON GL |
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| August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| August 3, 2021 |
Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this ?Fourth Amendment?) is made this 19th day of April, 2021, by and among HORIZON GLOBAL AMERICAS INC., a Delaware corporation (?Horizon Americas?), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario ("Cequent Canada"; together with Ho |
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| August 3, 2021 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2021 EX-99.1 2 hzn063021xexhibit991.htm EX-99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2021 Second Quarter Highlights ▪Net sales of $222.1 million •$101.6 million increase compared to second quarter of 2020 •$29.4 million increase compared to second |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| June 22, 2021 |
HORIZON GLOBAL APPOINTS DONNA M. COSTELLO TO BOARD OF DIRECTORS FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL APPOINTS DONNA M. COSTELLO TO BOARD OF DIRECTORS Plymouth, Michigan, June 22, 2021 ? Horizon Global Corporation (NYSE: HZN), the world?s leading manufacturer of branded towing and trailering equipment, announced today that the Company?s Board of Directors appointe |
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| June 3, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Horizon Global Corporation (Exact name of registrant as specified in its charter) Delaware 001-37427 47-3574483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 47912 Halyard Drive, Suite 100 Plymouth, MI 48170 (Address of principal |
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| May 28, 2021 |
Conflict Minerals Report of Horizon Global Corporation. Exhibit 1.01 Horizon Global Corporation Conflict Minerals Report For the Reporting Period January 1, 2020 to December 31, 2020 Horizon Global Corporation (?Horizon? or the ?Company?) is filing this Conflict Minerals Report (?CMR?) for the reporting period January 1, 2020 to December 31, 2020 (the ?Reporting Period?) as an exhibit to its Form SD (?Form SD?) pursuant to Rule 13p-1 under the Securiti |
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| May 26, 2021 |
HZN / Horizon Global Corp / Parcom Deutschland I GmbH & Co. KG - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HORIZON GLOBAL CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 44052W 104 (CUSIP Number) May 14, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| May 6, 2021 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2021 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2021 First Quarter Highlights ?Net sales of $199.2 million; increase of $35.9 million, or 22.0%, compared to prior year comparable period ?Gross profit of $40.6 million; increase of $14.3 million over prior year comparab |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON G |
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| April 23, 2021 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 22, 2021 |
FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL ANNOUNCES PRELIMINARY FIRST QUARTER 2021 NET SALES Expected net sales of approximately $198.0 million; increase of approximately 22% over first quarter 2020 Plymouth, Michigan, April 21, 2021 ? Horizon Global Corporation (NYSE: HZN), one of the world?s leading man |
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| April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 19, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| April 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 14, 2021 |
8-K 1 hznreport502directors04142.htm 8-K 5.02 DIRECTOR APPOINTMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 8, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 4 |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-37427 HORIZON GLOBAL |
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| March 11, 2021 |
Horizon Global Corporation Subsidiary List. Exhibit 21.1 Horizon Global Corporation Significant (1) Subsidiary List Horizon Global Americas Inc. (Delaware corporation) Westfalia - Automotive GmbH (Germany) Certain companies may also use trade names or other assumed names in the conduct of their business. (1) As defined in Rule 1-02(w) of Regulation S-X, and other more significant operating companies as determined by management |
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| March 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 hzn8-kreportq42020earnings.htm 8-K HZN 8-K Q4 2020 EARNINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 4 |
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| March 11, 2021 |
Execution Version TERM LOAN CREDIT AGREEMENT dated as of February 2, 2021, among HORIZON GLOBAL CORPORATION, The Lenders Party Hereto, and ATLANTIC PARK STRATEGIC CAPITAL FUND, L. |
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| March 11, 2021 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2020 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2020 Fourth Quarter and Recent Highlights ?Net sales of $175.9 million; increase of $33.6 million, or 23.6%, compared to prior year comparable period ?Operating loss of $0.8 million, $32.9 million impr |
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| March 11, 2021 |
EXECUTION LIMITED CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Limited Consent and Third Amendment to Loan and Security Agreement (this ?Third Amendment?) is made this 2nd day of February, 2021, by and among HORIZON GLOBAL AMERICAS INC. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Global Corporation (Name of Issuer) Common Stock, par value US$0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number) February 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) HORIZON GLOBAL CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 (Title of Class of Securities) 44052W104 (CUSIP Number) February 2, 2021 (Date of Event which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursu |
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| February 3, 2021 |
Form of Warrant (Relating to Term Loan Agreement) THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. |
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| February 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2021 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 5, 2020 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2020 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2020 Third Quarter Highlights ▪$24.2 million of cash generated from operating activities; $90.0 million improvement over prior year comparable period ▪Cash and Availability(1) of $78.0 million; $17.1 million improvement |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZ |
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| November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 5, 2020 |
2020 REPLACEMENT TERM LOAN AMENDMENT (ELEVENTH AMENDMENT TO CREDIT AGREEMENT) This 2020 REPLACEMENT TERM LOAN AMENDMENT (ELEVENTH AMENDMENT TO CREDIT AGREEMENT) (this “Agreement”) is dated as of July 6, 2020, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), Cortland Capital Market Services LLC (as successor to JPMorgan Chase Bank, N. |
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| November 5, 2020 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Second Amendment”) is made this 24th day of July, 2020, by and among HORIZON GLOBAL AMERICAS INC. |
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| August 7, 2020 |
Horizon Global Corporation 2020 Equity and Incentive Compensation Plan. Exhibit 10.4 Horizon Global Corporation 2020 Equity and Incentive Compensation Plan 1.Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for performance and/or service. 2.Definitions. |
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| August 7, 2020 |
Exhibit 10.2 AMENDMENT, LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT This AMENDMENT, LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of May 15, 2020 and deemed effective as of April 1, 2020, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation ( “Borrower”), Cortland Capital Market Services LLC (as successor to JPMorgan Chase Bank, N.A |
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| August 7, 2020 |
Exhibit 10.3 AMENDMENT, LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT This AMENDMENT, LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of May 15, 2020 and deemed effective as of April 1, 2020, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), Cortland Capital Market Services LLC, as administrative agent (in such capacity |
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| August 7, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| August 7, 2020 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2020 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2020 Second Quarter Highlights ▪Improved Cash and Availability(3) to $45.5 million ▪Refinanced First and Second Lien Term Loans into single term loan facility; extends maturity, maintains interest rate level and support |
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| August 7, 2020 |
Exhibit 10.5 HORIZON GLOBAL CORPORATION Restricted Stock Units Agreement Board of Directors Grant This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between Horizon Global Corporation, a Delaware corporation (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given |
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| August 7, 2020 |
Execution Version Exhibit 10.1 SUCCESSOR AGENT AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT This SUCCESSOR AGENT AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT, dated as of April 21, 2020 (this “Agreement”), is entered into among JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent and Collateral Agent under the Credit Agreement as defined below (in such capacity, the “Resigning Agent”), CORTLAN |
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| August 7, 2020 |
Quarterly Report - 10-Q Q2 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON GL |
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| July 7, 2020 |
8-K 1 hzn8-kreporttlamendment7x6.htm 8-K 1.01 HZN TL AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 6, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 |
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| June 24, 2020 |
As filed with the Securities and Exchange Commission on June 24, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HORIZON GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 47-3574483 (I.R.S. |
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| June 24, 2020 |
EXHIBIT 24.1 HORIZON GLOBAL CORPORATION REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Horizon Global Corporation, a Delaware corporation (the “Registrant”), hereby constitutes and appoints Terrence G. Gohl, Dennis E. Richardville and Jay Goldbaum, or any of them, each acting alone, as the true and law |
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| June 24, 2020 |
8-K 1 hzn8-kreporteicpagmvote6x2.htm 8-K 5.02 EICP 5.07 AGM VOTE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 19, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574 |
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| May 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Horizon Global Corporation (Exact name of registrant as specified in its charter) Delaware 001-37427 47-3574483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 47912 Halyard Drive, Suite 100 Plymouth, MI 48170 (Address of principal |
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| May 28, 2020 |
Conflict Minerals Report of Horizon Global Corporation. Exhibit 1.01 Horizon Global Corporation Conflict Minerals Report For the Reporting Period January 1, 2019 to December 31, 2019 Horizon Global Corporation (“Horizon” or the “Company”) is filing this Conflict Minerals Report (“CMR”) for the reporting period January 1, 2019 to December 31, 2019 (the “Reporting Period”) as an exhibit to its Form SD (“Form SD”) pursuant to Rule 13p-1 under the Securiti |
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| May 18, 2020 |
SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 13, 2020 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), the financial institutions party to this Amendment as Lenders, and CORTLAND CAPITAL MARKET SERVICES LLC, in its capacity as administrative agent and collateral agent (“Agent”). |
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| May 18, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 hzn8-kreportq12020earnings.htm 8-K Q1 2020 EARNINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (Sta |
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| May 18, 2020 |
NINTH AMENDMENT TO CREDIT AGREEMENT This NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 13, 2020 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”) and the financial institutions party to this Amendment as Lenders. |
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| May 18, 2020 |
LOAN AND SECURITY AGREEMENT Dated as of March 13, 2020 by and among HORIZON GLOBAL AMERICAS INC. |
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| May 18, 2020 |
Quarterly Report - 10-Q 2020 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON G |
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| May 18, 2020 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2020 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2020 First Quarter Highlights ▪ Successfully amended ABL facility to stabilize liquidity and support future operating flexibility ▪ Net sales decreased $14.4 million, or 8.1%, to $163.3 million from prior year comparable |
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| May 18, 2020 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 15, 2020 |
8-K 1 hzn8-kreport2020502director.htm 8-K DIRECTOR DEPARTURE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 ( |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-37427 (Check One):¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 7, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| April 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3687 |
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| April 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commis |
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| March 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| March 16, 2020 |
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934. Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary description of the common stock, par value $0.01 per share (“common stock”), of Horizon Global Corporation, a Delaware corporation (the “Company”), is based on the provisions of the General Corporation Law of the State of Delaware (“DGCL”) and the Company’s certificate of |
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| March 16, 2020 |
Annual Report on Form 10-K for the year ended December 31, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-37427 HORIZON GLOBAL |
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| March 16, 2020 |
FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2019 Company successfully refinances ABL and names Dennis E. Richardville as Chief Financial Officer Fourth Quarter Highlights ▪ Successful amendment of our ABL to stabilize liquidity and support futur |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer o |
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| March 16, 2020 |
Horizon Global Corporation Subsidiary List. Exhibit 21.1 Horizon Global Corporation Significant (1) Subsidiary List Horizon Global Americas Inc. (Delaware corporation) Westfalia - Automotive GmbH (Germany) Certain companies may also use trade names or other assumed names in the conduct of their business. (1) As defined in Rule 1-02(w) of Regulation S-X, and other more significant operating companies as determined by management |
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| March 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| March 4, 2020 |
HORIZON GLOBAL BOARD OF DIRECTORS APPOINTS DEBRA S. OLER AS DIRECTOR CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL BOARD OF DIRECTORS APPOINTS DEBRA S. OLER AS DIRECTOR Plymouth, Michigan, March 4, 2020 — Horizon Global Corporation (NYSE: HZN), the world’s leading manufacturer of branded towing and trailering equipment, announced today that the Company’s Board of Directors increased the size of the |
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| March 3, 2020 |
8-K 1 hzn8-kreportprincipalfinan.htm 8-K 5.02 PRINCIPAL FINANCIAL OFFICER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2020 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-3742 |
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| February 10, 2020 |
HZN / Horizon Global Corp. / Cetus Capital Iii, L.p. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Horizon Global Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 44052W104 (CUSIP Number) Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP OFM II, L.P. VSS Fund, L.P. 8 Sound Shore Drive Su |
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| February 10, 2020 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0. |
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| December 20, 2019 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 6)* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number of Class of Securities) Michael O’Donnell, Esq. Atlas FRM LLC 100 Northfield Street Greenwich, Connecticut 06830 Telephone: (203 |
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| December 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| December 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| December 9, 2019 |
HORIZON GLOBAL BOARD OF DIRECTORS APPOINTS JAMES SISTEK AS CHIEF ADMINISTRATIVE OFFICER FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations (616) 295-2509 jtryka@horizonglobal. |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 12, 2019 |
HORIZON GLOBAL BOARD OF DIRECTORS APPOINTS MATTHEW POLLICK AS CHIEF OPERATING OFFICER FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations (616) 295-2509 jtryka@horizonglobal. |
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| November 12, 2019 |
Separation Agreement dated October 2, 2019, between Horizon Global Corporation and Carl S. Bizon. SEPARATION AGREEMENT This Separation Agreement (this “Separation Agreement”) between Horizon Global Corporation (the “Company”) and Carl S. |
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| November 12, 2019 |
CONSENT AND AMENDMENT This CONSENT AND AMENDMENT (this “Consent”) is dated as of September 24, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), the financial institutions party to this Consent as Lenders, and CORTLAND CAPITAL MARKET SERVICES LLC, in its capacity as administrative agent and collateral agent (“Agent”). |
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| November 12, 2019 |
FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations, Lambert & Co. (616) 295-2509 [email protected] HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2019 Sells Asia-Pacific Business Segment; De-levers by Over $180 Million and Bolsters Liquidity ▪ Net sales decreased $16.2 million, or 8.3%, to $177.9 million from prior-year comparable period, primarily attributable to |
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| November 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 12, 2019 |
Form of Performance Share Units Award Agreement - Signing Grant. HORIZON GLOBAL CORPORATION Performance Share Units Agreement Signing Grant This PERFORMANCE SHARE UNITS AGREEMENT (this “Agreement”) is made as of by and between Horizon Global Corporation, a Delaware corporation (the “Company”), and (the “Grantee”). |
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| November 12, 2019 |
CONSENT AND AMENDMENT This CONSENT AND AMENDMENT (this “Consent”) is dated as of September 24, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), the financial institutions party to this Consent as Lenders, and JPMORGAN CHASE BANK, N. |
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| November 12, 2019 |
HZN / Horizon Global Corp. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2019 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission file number 001-37427 HORIZ |
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| November 12, 2019 |
AMENDED AND RESTATED LIMITED CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This AMENDED AND RESTATED LIMITED CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Consent and Amendment”) is dated as of September 19, 2019, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC. |
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| September 24, 2019 |
HORIZON GLOBAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS HORIZON GLOBAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Introduction On August 16, 2019, certain subsidiaries of Horizon Global Corporation (“Horizon”, the “Company” or “Seller”) entered into a share sale and purchase agreement (the “Agreement”) to sell its subsidiaries that comprise the Company’s Asia-Pacific operating segment to Hayman Pacific BidCo Pty Ltd. |
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| September 24, 2019 |
Share Sale and Purchase Agreement Hayman Pacific BidCo Pty Ltd (Principal Buyer and, together with the Buyer Nominee (as defined herein), the Buyers) Cequent Bermuda Holdings Ltd (Principal Seller) Horizon GBP Finance LLC (First Thailand Seller) Horizon Euro Finance LLC (Second Thailand Seller) (the Sellers) relating to the sale and purchase of Horizon Global Holdings Australia Pty. |
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| September 24, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer o |
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| September 23, 2019 |
CONTACT: Jeff Tryka, CFA Investor Relations (616) 295-2509 [email protected] Horizon Global Board of Directors Appoints Terrence G. Gohl as Chief Executive Officer Gohl also appointed to the Company’s Board of Directors Troy, Michigan, August 30, 2019 — Horizon Global Corporation (NYSE: HZN), the world’s leading manufacturer of branded towing and trailering equipment, announced today that t |
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| September 23, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 20, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer o |
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| September 3, 2019 |
HZN / Horizon Global Corp. / Wilson Harry James - SC 13D HZN WILSON MAEVA Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number) Harry Wilson MAEVA Group, LLC 360 Hamilton Avenue 4th Floor White Plains, New York 10601 (914) 623-8211 (Name, Address and Telephone |
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| September 3, 2019 |
Resurgent Capital, LLC Limited Liability Company Agreement Exhibit 2 LIMITED LIABILITY COMPANY AGREEMENT RESURGENT CAPITAL, LLC This Limited Liability Company Agreement (this “Agreement”) is entered into as of February 21, 2019, by and among each of the Persons who execute this Agreement from time-to-time as Members. |
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| September 3, 2019 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). |
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| August 30, 2019 |
EX-1 2 ex1jointfilingagreement083.htm EXHIBIT 1 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained ther |
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| August 30, 2019 |
HZN / Horizon Global Corp. / Horizon Global Corp - SC 13D HZN WILSON MAEVA Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number) Harry Wilson MAEVA Group, LLC 360 Hamilton Avenue 4th Floor White Plains, New York 10601 (914) 623-8211 (Name, Address and Telephone |
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| August 30, 2019 |
Resurgent Capital, LLC Limited Liability Company Agreement EX-2 3 ex2resurgentcapitalllcfina.htm EXHIBIT 2 RESURGENT LLC Exhibit 2 LIMITED LIABILITY COMPANY AGREEMENT RESURGENT CAPITAL, LLC This Limited Liability Company Agreement (this “Agreement”) is entered into as of February 21, 2019, by and among each of the Persons who execute this Agreement from time-to-time as Members. Recitals A. Resurgent Capital, LLC (the “Company”) was organized under the Del |
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| August 21, 2019 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| August 8, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| August 8, 2019 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2019 FOR IMMEDIATE RELEASE CONTACT: Jeff Tryka, CFA Investor Relations (616) 295-2509 jtryka@horizonglobal. |
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| August 8, 2019 |
Exhibit 10.3 OMNIBUS CONSENT, WAIVER AND AMENDMENT This OMNIBUS CONSENT, WAIVER AND AMENDMENT (this “Consent”) is dated as of June 11, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the financial institutions party to this Consent as Lenders, and CORTLAND CAPITAL MARKET SERVICES LLC, in its capacity as adm |
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| August 8, 2019 |
HZN / Horizon Global Corp. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2019 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON GL |
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| August 8, 2019 |
Amended and Restated Certificate of Incorporation of Horizon Global Corporation, as amended. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HORIZON GLOBAL CORPORATION Horizon Global Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the Corporation is Horizon Global Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta |
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| August 8, 2019 |
Exhibit 10.2 OMNIBUS CONSENT, WAIVER AND AMENDMENT This OMNIBUS CONSENT, WAIVER AND AMENDMENT (this “Consent”) is dated as of June 6, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC., a Delaware corporation (“Horizon Americas”) (f/k/a Cequent Performance Products, Inc., a Delaware corporation and successor by |
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| August 8, 2019 |
Exhibit 10.4 OMNIBUS CONSENT, WAIVER AND AMENDMENT This OMNIBUS CONSENT, WAIVER AND AMENDMENT (this “Consent”) is dated as of June 11, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the financial institutions party to this Consent as Lenders, and JPMORGAN CHASE BANK, N.A., in its capacity as administrative |
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| July 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| June 28, 2019 |
Unregistered Sales of Equity Securities, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| June 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| June 7, 2019 |
HZN / Horizon Global Corp. DEFA14A - - DEFA14A PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material under §240. |
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| May 30, 2019 |
HZN / Horizon Global Corp. SD - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Horizon Global Corporation (Exact name of registrant as specified in its charter) Delaware 001-37427 47-3574483 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2600 W Big Beaver Road, Suite 555 Troy, Michigan 48084 (Address of princ |
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| May 30, 2019 |
Conflict Minerals Report of Horizon Global Corporation Exhibit 1.01 Horizon Global Corporation Conflict Minerals Report For the Reporting Period January 1, 2018 to December 31, 2018 Horizon Global Corporation (“Horizon” or the “Company”) is filing this Conflict Minerals Report (“CMR”) for the reporting period January 1, 2018 to December 31, 2018 (the “Reporting Period”) as an exhibit to its Form SD (“Form SD”) pursuant to Rule 13p-1 under the Securiti |
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| May 24, 2019 |
HZN / Horizon Global Corp. DEF 14A - - DEF 14A PROXY STATEMENT QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2019 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2019 FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| May 9, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| May 9, 2019 |
EX-10.5 Exhibit 10.5 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT (this “Amendment”) is dated as of February 26, 2019, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC., a Delaware corporation (“Horizon |
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| May 9, 2019 |
EX-10.1 1 Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT (this “Amendment”), dated as of February 20, 2019, to the Term Loan Credit Agreement dated as of June 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), th |
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| May 9, 2019 |
EX-10.7 Exhibit 10.7 Execution Version SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated as of March 7, 2019, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC., a Delaware corporation (“Horizon Americas”) (f/k/a Cequent Per |
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| May 9, 2019 |
HZN / Horizon Global Corp. 10-Q Quarterly Report 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2019 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to . Commission file number 001-37427 HORIZON G |
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| May 9, 2019 |
EX-10.4 1 Exhibit 10.4 Execution Copy FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT (this “Amendment”), dated as of February 26, 2019, to the Credit Agreement dated as of February 20, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), the several |
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| May 9, 2019 |
EX-10.8 1 Exhibit 10.8 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT (this “Amendment”), dated as of March 14, 2019, to the Credit Agreement dated as of February 20, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), the several |
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| May 9, 2019 |
EX-10.6 1 Exhibit 10.6 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT (this “Amendment”), dated as of March 7, 2019, to the Credit Agreement dated as of February 20, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), the severa |
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| May 9, 2019 |
Exhibit 10.12 SEVENTH AMENDMENT TO CREDIT AGREEMENT SEVENTH AMENDMENT (this “Amendment”), dated as of May 7, 2019, to the Term Loan Credit Agreement dated as of June 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), the several banks and other fin |
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| May 9, 2019 |
EX-10.9 Exhibit 10.9 Execution Version SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of March 15, 2019, among HORIZON GLOBAL CORPORATION, The Lenders Party Hereto, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 26 SECTION 1.03 Terms |
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| May 9, 2019 |
EX-10.2 3 d742864dex102.htm EXHIBIT 10.2 Exhibit 10.2 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT (this “Amendment”) is dated as of February 20, 2019, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC |
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| May 9, 2019 |
EX-10.3 EXHIBIT 10.3 Execution Version $10,000,000 CREDIT AGREEMENT dated as of February 20, 2019, among HORIZON GLOBAL CORPORATION, The Lenders Party Hereto, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 20 SECTION 1.03 Terms Gener |
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| May 9, 2019 |
EX-10.11 Exhibit 10.11 Execution Version SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated as of March 15, 2019, and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC., a Delaware corporation (“Horizon Americas”) (f/k/a Cequ |
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| May 9, 2019 |
EX-10.10 Exhibit 10.10 SIXTH AMENDMENT TO CREDIT AGREEMENT SIXTH AMENDMENT (this “Amendment”), dated as of March 15, 2019, to the Term Loan Credit Agreement dated as of June 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Horizon Global Corporation (the “Borrower”), the subsidiaries of the |
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| May 1, 2019 |
HZN / Horizon Global Corp. PRE 14A PRE 14A PRELIMINARY PROXY STATEMENT QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2019 |
HZN / Horizon Global Corp. 10-K/A Annual Report 10-K/A AMENDMENT TO ANNUAL REPORT 12-31-2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3687 |
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| April 30, 2019 |
RTSR Peer Group Constituent Companies Exhibit 99.1 RTSR Peer Group Constituent Companies The full list of companies comprising the RTSR peer group for the PSUs granted for the 2016-2018 performance period is provided below: ACCURIDE CORP. INTEGRATED ELECTRICAL SVCS ALLIED MOTION TECHNOLOGIES INTERNATIONAL WIRE GRP HLDGS AMERESCO INC. INTERSECTIONS INC. API TECHNOLOGIES CORP. JASON INDUSTRIES INC. ARC DOCUMENT SOLUTIONS INC. KADANT INC |
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| April 24, 2019 |
HORIZON GLOBAL ANNOUNCES GOVERNANCE INITIATIVES TO ALIGN WITH SHAREHOLDERS FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| April 24, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commis |
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| April 24, 2019 |
HZN / Horizon Global Corp. 8-K/A 8.01 14A SOLICITATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commis |
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| April 24, 2019 |
Press Release dated April 23, 2019 FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| April 23, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| April 23, 2019 |
HORIZON GLOBAL ANNOUNCES GOVERNANCE INITIATIVES TO ALIGN WITH SHAREHOLDERS FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| April 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commiss |
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| April 5, 2019 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 5)* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number of Class of Securities) Michael O’Donnell, Esq. Atlas FRM LLC 100 Northfield Street Greenwich, Connecticut 06830 Telephone: (203 |
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| April 4, 2019 |
HORIZON GLOBAL ANNOUNCES EXPANSION OF ITS BOARD OF DIRECTORS FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| April 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 2, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| March 22, 2019 |
HZN / Horizon Global Corp. / Corre Partners Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| March 19, 2019 |
HZN / Horizon Global Corp. S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 19, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HORIZON GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 47-3574483 (I.R.S |
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| March 18, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer o |
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| March 18, 2019 |
HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2018 FOR IMMEDIATE RELEASE CONTACT: Christi Cowdin Director, Corporate Communications & Investor Relations (248) 593-8810 ccowdin@horizonglobal. |
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| March 18, 2019 |
Exhibit A Tier Level Tier I Participants Tier II Participants Chief Executive Officer Chief Financial Officer* General Counsel* Chief Human Resources Officer Chief Information Officer Business Unit Presidents Termination Multipliers and Periods Participation Tier Non-COC Multiplier Non-COC Period COC Multiplier COC Period I 1. |
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| March 18, 2019 |
HZN / Horizon Global Corp. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37427 HORIZON GLOBAL C |
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| March 18, 2019 |
Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan. HORIZON GLOBAL CORPORATION AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN (Amended and Restated as of May 8, 2018) 1. |
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| March 18, 2019 |
SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (this “Separation Agreement”) between Horizon Global Corporation (the “Company”) and David G. |
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| March 18, 2019 |
Horizon Global Corporation Subsidiary List. Exhibit 21.1 Horizon Global Corporation Significant (1) Subsidiary List Horizon Global Americas Inc. (Delaware corporation) Cequent UK Limited (United Kingdom) Horizon Global Holdings Australia Pty. Ltd. (Australia) TriMotive Asia Pacific Limited (Thailand) Westfalia - Automotive GmbH (Germany) Certain companies may also use trade names or other assumed names in the conduct of their business. (1) |
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| March 16, 2019 |
Series A Preferred Stock Certificate of Designations. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF HORIZON GLOBAL CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware Horizon Global Corporation, a Delaware corporation (the “Corporation”), hereby certifies that, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has duly adopted the following resolutions: RESOLVED, that, pursuant to Article IV of the Corporation’s Amended and Restated Certificate of Incorporation (which authorizes 100,000,000 shares of preferred stock, par value $0. |
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| March 16, 2019 |
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. |
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| March 16, 2019 |
Form of Warrant (Relating to Series A Preferred Stock). THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. |
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| March 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| March 13, 2019 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| March 13, 2019 |
Nomination Agreement, dated as of March 11, 2019, between Atlas and Jeffrey E. Kirt EXHIBIT 99.4 Nomination Agreement, dated as of March 11, 2019, between Atlas and Jeffrey E. Kirt Atlas FRM LLC 100 Northfield Street Greenwich, Connecticut 06830 March 11, 2019 Jeffrey E. Kirt [Redacted] [Redacted] Re: Horizon Global Corporation Dear Mr. Jeffrey E. Kirt: Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Horizon Global Corporation |
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| March 13, 2019 |
Nomination Agreement, dated as of March 11, 2019, between Atlas and Frederick A. Henderson EXHIBIT 99.3 Nomination Agreement, dated as of March 11, 2019, between Atlas and Frederick A. Henderson Atlas FRM LLC 100 Northfield Street Greenwich, Connecticut 06830 March 11, 2019 Frederick A. Henderson [Redacted] [Redacted] Re: Horizon Global Corporation Dear Mr. Frederick A. Henderson: Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Horizo |
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| March 13, 2019 |
Nomination Notice, dated as of March 11, 2019 EXHIBIT 99.2 Nomination Notice, dated as of March 11, 2019 Lapetus Capital LLC 100 Northfield Street Greenwich, Connecticut 06830 March 11, 2019 VIA PERSONAL DELIVERY AND EMAIL Horizon Global Corporation 2600 W. Big Beaver Road, Suite 555 Troy, Michigan 48084 Attention: Jay Goldbaum, General Counsel and Corporate Secretary Re: Notice of Nominations of Persons for Election to the Board of Directors |
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| March 13, 2019 |
HZN / Horizon Global Corp. / Atlas Capital Resources Ii Lp - SCHEDULE 13D/A, #4 Activist Investment SC 13D/A 1 a28556218a.htm SCHEDULE 13D/A, #4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 4)* Horizon Global Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44052W104 (CUSIP Number of Class of Securities) Michael O’Donnell, Esq. Atlas FRM LLC 100 Northfield Street |
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| February 26, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2018 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| February 26, 2019 |
exhibit991lenderpresenta Highly Confidential – Contains Information Subject to Confidentiality Agreements Lender Presentation February 2019 NYSE: HZN 1 Highly Confidential – Contains Information Subject to Confidentiality Agreements Forward-Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. |
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| February 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| February 20, 2019 |
Amended and Restated By-laws of Horizon Global Corporation. Exhibit 3.1 AMENDED AND RESTATED HORIZON GLOBAL CORPORATION BYLAWS ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of “HORIZON GLOBAL CORPORATION”, a Delaware Corporation (the “Corporation”), shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Other Offices. The Corporation may also have offices at such other places both within and without |
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| February 14, 2019 |
HZN / Horizon Global Corp. / Cetus Capital Iii, L.p. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Horizon Global Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 44052W104 (CUSIP Number) Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP OFM II, L.P. VSS Fund, L.P. 8 Sound Shore Drive S |
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| February 14, 2019 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0. |
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| February 11, 2019 |
HZN / Horizon Global Corp. / FIRST MANHATTAN CO - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* HORIZON GLOBAL CORP (Name of Issuer) COMMON (Title of Class of Securities) 44052W104 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2019 Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-37427 47-3574483 (State or Other Jurisdiction (Commission (IRS Employer of |
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| February 6, 2019 |
Amended and Restated Bylaws, effective February 5, 2019 Exhibit 3.1 AMENDED AND RESTATED HORIZON GLOBAL CORPORATION BYLAWS ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of “HORIZON GLOBAL CORPORATION”, a Delaware Corporation (the “Corporation”), shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Other Offices. The Corporation may also have offices at such other places both within and without |
