Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, pursuant to the Merger Agreement, Purchaser conducted a
tender offer to acquire all of the outstanding shares of common stock, par value
$0.01 per share (the "Common Stock"), and all of the outstanding shares of
Series B Preferred Stock, par value $0.01 per share (the "Preferred Stock" and
together with the Common Stock, the "Shares") of the Company at a price of $1.75
per share of Common Stock and an amount equal to the Redemption Price (as
defined in the Certificate of Designations, Preferences and Rights of Series B
Preferred Stock of Horizon Global Corporation incorporated herein by reference
to Exhibit (d)(3) to Amendment No. 1 to the Schedule TO filed by Parent and
Purchaser with the Securities and Exchange Commission ("SEC") on January 20,
2023) per share of Preferred Stock calculated as of the closing date of the
Merger (as defined below), in each case, net to the seller in cash, without
interest thereon and less any applicable withholding taxes, upon the terms and
conditions set forth in the offer to purchase dated January 9, 2023 (together
with any amendments and supplements thereto, the "Offer to Purchase"), and in
the related letter of transmittal (together with any amendments and supplements
thereto, the "Letter of Transmittal"), which, together with any other related
materials, as each may have been amended or supplemented, collectively
constituted the "Offer."
The Offer expired one minute after 11:59 P.M., Eastern Time, on February 6, 2023
as scheduled and was not extended. According to Computershare, Inc., the
depository agent for the Offer, as of the expiration of the tender offer, 100%
of the shares of Preferred Stock were validly tendered and not withdrawn, and a
total of 25,727,921 shares of the Common Stock were validly tendered and not
withdrawn. Such shares of the Common Stock represent approximately 92.77% of the
shares of Common Stock issued and outstanding as of the expiration of the Offer,
which satisfied the minimum tender condition. Each other condition to the Offer
was satisfied or waived, and Purchaser irrevocably accepted for payment all
Shares that were validly tendered and not validly withdrawn.
On February 8, 2023, following consummation of the Offer, Purchaser merged with
and into the Company (the "Merger"), with the Company surviving as a
wholly-owned subsidiary of the Parent. The Merger was completed pursuant to
Section 251(h) of the General Corporation Law of the State of Delaware (the
"DGCL"), with no vote of the Company stockholders required to consummate the
Merger. At the effective time of the Merger (the "Effective Time"), except for
Shares held in trust by the Company, Parent, or Purchaser or any of their
respective subsidiaries or any Shares that are otherwise set aside from Shares
held in the Company's treasury pursuant to a Company Plan (as defined in the
Merger Agreement), each issued and outstanding (i) Share held in the treasury of
the Company, (ii) Share owned by Parent, Purchaser or the Company or any of
their respective direct or indirect wholly owned subsidiaries immediately before
the Effective Time, and (iii) Dissenting Share (as defined in the Merger
Agreement, (i)-(iii) collectively, the "Cancelled Shares") were cancelled and
extinguished, and no payment or other consideration was made with respect to
such shares subject, in the case of Dissenting Shares, to the right of the
holder thereof to receive any payment under the Merger Agreement.
As a result of the Merger, each option to purchase Shares (each, a "Company
Option") that was outstanding and unexercised as of the Effective Time (whether
vested or unvested) was cancelled by virtue of the Merger and without any action
on the part of the holder thereof and without any payment to the holder thereof.
The foregoing summaries of the Merger Agreement and the transactions
contemplated respectively thereby do not purport to be complete and are subject
to, and qualified in their entirety by, the full text of the Merger Agreement,
attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 8, 2023, the Company (a) notified the New York Stock Exchange
("NYSE") of the consummation of the Merger and (b) requested that NYSE: (i) halt
trading of the Common Stock for February 8, 2023 and suspend trading of the
Common Stock effective February 8, 2023; and (ii) file with the SEC a Form 25 to
delist and deregister the Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to
file a certification on Form 15 with the SEC requesting the deregistration of
the Common Stock and the suspension of the Company's reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of
this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement: (i) 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, and any committee thereof, effective at the
Effective Time (as defined in the Merger Agreement); (ii) John C. Kennedy,
ceased to be Chairman of the Company's Board of Directors; and
(iii) John C. Kennedy, Jian James Zhou and Matthew J. Meyer ceased to be
officers of the Company.
Effective as of the Effective Time: (i) Patrick James and Michael Baker became
members of the Company's Board of Directors; (ii) Patrick James became Chief
Executive Officer and President, and "principal executive officer," as such term
is defined under the Exchange Act, of the Company; and (iii) Stephen Graham
became Chief Financial Officer, and "principal financial officer" and "principal
accounting officer," as such terms are defined under the Exchange Act, of the
Company. Information about Mr. Baker, Mr. James and Mr. Graham is contained in
the Parent's and Purchaser's Offer to Purchase, dated January 9, 2023, which
information is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, 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.
3
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger by and among the Parent, the Purchaser
and the Company, dated as of December 30, 2022 (incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed with
the SEC by the Company on January 3, 2023)
3.1 Amended and Restated Certificate of Incorporation of Horizon Global
Corporation
3.2 Amended and Restated Bylaws of Horizon Global Corporation
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
4
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses