Item 1.01 Entry into a Material Definitive Agreement. OnDecember 30, 2022 ,Horizon Global Corporation , aDelaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") withFirst Brands Group, LLC , aDelaware limited liability company ("Parent"), andPHX Merger Sub, Inc. , aDelaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for the acquisition of the Company by Parent through a cash tender offer (the "Offer") by Merger Sub for (i) all of the Company's outstanding shares of common stock ("Common Stock") for$1.75 per share of Common Stock (the "Common StockOffer Price ") and (ii) all of the Company's outstanding shares of Series B Preferred Stock ("Preferred Stock") for the redemption price provided in the Certificate of Designations, Preferences and Rights of Series B Preferred Stock ofHorizon Global Corporation (the "Preferred StockOffer Price ," and together with the Common StockOffer Price , the "Offer Price"). The Company's Board of Directors has unanimously approved the Merger (as defined below) and the Merger Agreement and recommended that the stockholders of the Company accept the Offer and tender their shares of Common Stock and Preferred Stock pursuant to the Offer. Under the Merger Agreement, Parent is required to commence the Offer as promptly as reasonably practicable, and in any event on or prior toJanuary 17, 2023 . Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any stockholder of theCompany, (a) any shares of Common Stock held by the Company or any wholly owned subsidiary of the Company as of immediately prior to the Effective Time (or held in the Company's treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, (b) any shares of Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent as of immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and (c) except as provided in clauses "(a)" and "(b)" above, each share of Common Stock outstanding immediately prior to the Effective Time (other than any holders of Common Stock who are entitled to and who properly exercise appraisal rights underDelaware law) will be converted into the right to receive the Offer Price. Merger Sub's obligation to accept shares of Common Stock tendered in the Offer is subject to customary closing conditions, including: (a) that the number of shares of Common Stock validly tendered and not validly withdrawn, together with any shares of Common Stock beneficially owned by Parent, Merger Sub or any of their affiliates, represents a majority of the total number of shares of Common Stock then outstanding; (b) all issued and outstanding shares of Preferred Stock are validly tendered and not validly withdrawn; (c) compliance in all material respects by the Company with its covenants under the Merger Agreement; (d) the accuracy of representations and warranties (subject to customary materiality and "material adverse effect" thresholds) of the Company made in the Merger Agreement as of the Closing Date; (e) the absence of any pending legal proceeding in which a governmental body is a party challenging the Offer or the Merger; and (f) other customary conditions. The parties do not anticipate needing to make a filing with or seek approval from any regulatory agency. The obligations of Parent and Merger Sub to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition. Following the completion of the Offer, subject to the absence of injunctions or other legal restraints preventing the consummation of the Merger, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law, without any additional stockholder approval, on the terms and subject to the conditions set forth in the Merger Agreement. The Merger will be effected as soon as practicable following the consummation of the Offer. The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and Merger Sub, on the other hand. The Merger Agreement also contains customary covenants, including covenants providing for the Company (i) to cause each of the Company and its subsidiaries to conduct its business and operations in the ordinary course and in accordance in all material respects with past practice; (ii) not to engage in specified types of transactions during such period; and (iii) not to (a) solicit, initiate, or knowingly facilitate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (b) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with a Takeover Proposal or any proposal or offer that would reasonably be expected to lead to a Takeover Proposal, (c) adopt any resolution for the purpose of exempting any person (other than Parent and its subsidiaries) from the restriction on "business combinations" or any similar provision contained in applicable anti-takeover law or the Company's organizational or other governing documents, or (d) enter into any letter of intent, contract, commitment or agreement in principle with respect to a Takeover Proposal. The Merger Agreement contains customary termination rights for both Parent and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or beforeJune 30, 2023 (the "Outside Date"). If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement (including under specified circumstances in connection with the Company's entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement)), the Company will be required to pay Parent a termination fee of$2,000,000 (the "Termination Fee"). The Merger Agreement provides that the Company will also be required to pay Parent the Termination Fee (a) if Parent terminates the Merger Agreement because the Company materially breaches its non-solicitation covenants contained -------------------------------------------------------------------------------- in the Merger Agreement, the Board changes or adversely modifies its recommendation or, under certain circumstances, fails to reaffirm its approval or recommendation, that the Company's stockholders tender their shares of Common Stock and Preferred Stock; or (b) if (i) the Merger Agreement is terminated by either party on or after the Outside Date, or is terminated by either party because the acceptance time for the tender offer did not occur prior to the Outside Date, (ii) prior to such termination a Takeover Proposal (as that term . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On, and effective as of,December 30, 2022 , the Board approved an amendment to the Bylaws of the Company (as amended, the "Bylaws"), pursuant to which a new Article VI, Section 8 was added to (a) designate theCourt of Chancery of the State of Delaware as the sole and exclusive forum for any action by a stockholder (in their capacity as such) that is (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, and (b) designate the federal district courts ofthe United States of America as the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law (the "Bylaw Amendment"). The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by the actual Bylaws, as amended by the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. Item 8.01 Other Events. OnJanuary 3, 2023 , the Company issued a press release announcing entry into the Merger Agreement. A copy of that press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. Description 2.1† Agreement and Plan of Merger, dated as of
Horizon Global Corporation , First Brands
Inc. 3.1 Bylaws of the Company, as amended as of December 30, 2022 99.1 Press Release dated January 3 , 202 3 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
† Certain schedules and exhibits omitted pursuant to item 601(b)(2) of
Regulation S-K.
Additional Information
The tender offer for the outstanding shares of the Company referenced in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Parent and its subsidiary will file with theSecurities and Exchange Commission . At the time the tender offer is commenced, Parent will file with theSEC a Tender Offer Statement on Schedule TO, and thereafter the Company will file a Solicitation/Recommendation Statement with theSecurities and Exchange Commission on Schedule 14D-9 with respect to the tender offer. The Company's stockholders are strongly advised to read the tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents that have yet to be filed) and the Solicitation/Recommendation Statement because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available for free at theSEC's website at www.sec.gov. Free copies of these materials and other tender offer documents will be made available by the information agent for the tender offer. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, the Company and Parent file annual, quarterly and special reports, proxy statements and other information with theSEC . The Company's filings with theSEC are available to the public from the website maintained by theSEC at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting Parent atFirst Brands Group, LLC ,127 Public Square , Suite 5300,Cleveland, Ohio 44114 or (216) 906-2744.
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