8-K
filed February 8, 2023, 6:59 PM ET
CIK 0001637655
M&A
confidence high
sentiment neutral
materiality 0.90
Horizon Global Corp: M&A transaction — Horizon Global completes acquisition by First Brands Group for $1.75/share; stock to be delisted
Horizon Global Corp
- Tender offer expired with 92.77% of common shares tendered; 100% of preferred tendered.
- Merger closed under DGCL Section 251(h); Company now wholly owned by First Brands Group.
- All prior directors and officers resigned; Patrick James appointed CEO and Stephen Graham CFO.
- NYSE trading halted; company requested delisting and deregistration of common stock.
- Shareholders received $1.75 per common share and redemption price for preferred.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Danna M. Costello departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew J. Meyer departed as other_named_officer at Horizon Global Corp.
- Action
- ceased to be
Exact text from the filing
John C. Kennedy, Jian James Zhou and Matthew J. Meyer ceased to be officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jian James Zhou departed as other_named_officer at Horizon Global Corp.
- Action
- ceased to be
Exact text from the filing
John C. Kennedy, Jian James Zhou and Matthew J. Meyer ceased to be officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John C. Kennedy departed as Chairman of the Board at Horizon Global Corp.
- Action
- ceased to be
- Role
- Chairman of the Board
Exact text from the filing
John C. Kennedy, ceased to be Chairman of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Debra S. Oler departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Graham was appointed as Chief Financial Officer at Horizon Global Corp.
- Action
- became
- Role
- Chief Financial Officer
Exact text from the filing
Stephen Graham became Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark D. Weber departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Baker was appointed as Director at Horizon Global Corp.
- Action
- became
- Role
- Director
Exact text from the filing
Patrick James and Michael Baker became members of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan L. Langdon departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John F. Barrett departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick James was appointed as Director at Horizon Global Corp.
- Action
- became
- Role
- Director
Exact text from the filing
Patrick James and Michael Baker became members of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick James was appointed as Chief Executive Officer and President at Horizon Global Corp.
- Action
- became
- Role
- Chief Executive Officer and President
Exact text from the filing
Patrick James became Chief Executive Officer and President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brett N. Milgrim departed as Director at Horizon Global Corp.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
each of John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of the Company’s Board of Directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Horizon Global Corp: Bylaws amended and restated in their entirety effective as of the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Horizon Global Corp: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time.
- Change
- charter amendment
Exact text from the filing
the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Horizon Global Corp underwent a change of control involving First Brands Group, LLC for $1.75 per share of Common Stock and an amount equal to the Redemption Price per share of Preferred Stock, net to the seller in cash, without interest and less a (closed 2023-02-08).
- Action
- change of control
- Counterparty
- First Brands Group, LLC
- Consideration
- $1.75 per share of Common Stock and an amount equal to the Redemption Price per share of Preferred Stock, net to the seller in cash, without interest and less a
- Closing
- 2023-02-08
Exact text from the filing
☐ Introductory Note On February 8, 2023, First Brands Group, LLC, a Delaware limited liability company (the “Parent”), completed the previously announced acquisition of Horizon Global Corporation, a Delaware corporation (the “Company”), pursuant to an Agreement and Plan of Merger, dated as of December 30, 2022 (the “Merger Agreement”), by and among the Company, Parent and PHX Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”).
View on SEC.gov
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