--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-028092" form_type: "8-K" ticker: null cik: "0001637655" company_name: "Horizon Global Corp" filed_at: "2023-02-08T23:59:59+00:00" generated_at: "2026-06-19T21:50:30.129320+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Horizon Global completes acquisition by First Brands Group for $1.75/share; stock to be delisted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-028092 - form_type: 8-K - cik: 0001637655 - company_name: Horizon Global Corp - filed_at: 2023-02-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/d391766d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-028092 - JSON: https://secwatch.observer/filing/0001193125-23-028092.json - Plain text: https://secwatch.observer/filing/0001193125-23-028092.txt ## Key facts - Executive change Danna M. Costello departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Matthew J. Meyer departed as other_named_officer at Horizon Global Corp. - Action: ceased to be source text: John C. Kennedy, Jian James Zhou and Matthew J. Meyer ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Jian James Zhou departed as other_named_officer at Horizon Global Corp. - Action: ceased to be source text: John C. Kennedy, Jian James Zhou and Matthew J. Meyer ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change John C. Kennedy departed as Chairman of the Board at Horizon Global Corp. - Action: ceased to be - Role: Chairman of the Board source text: John C. Kennedy, ceased to be Chairman of the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Debra S. Oler departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Stephen Graham was appointed as Chief Financial Officer at Horizon Global Corp. - Action: became - Role: Chief Financial Officer source text: Stephen Graham became Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Mark D. Weber departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Michael Baker was appointed as Director at Horizon Global Corp. - Action: became - Role: Director source text: Patrick James and Michael Baker became members of the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Ryan L. Langdon departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change John F. Barrett departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Patrick James was appointed as Director at Horizon Global Corp. - Action: became - Role: Director source text: Patrick James and Michael Baker became members of the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Patrick James was appointed as Chief Executive Officer and President at Horizon Global Corp. - Action: became - Role: Chief Executive Officer and President source text: Patrick James became Chief Executive Officer and President evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Executive change Brett N. Milgrim departed as Director at Horizon Global Corp. - Action: ceased to be - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Governance Changes Horizon Global Corp: Bylaws amended and restated in their entirety effective as of the Effective Time. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - Governance Changes Horizon Global Corp: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm - M&A Transactions 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 source text: ☐ 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1637655/000119312523028092/0001193125-23-028092-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.