INTRODUCTION
This Tender Offer Statement on Schedule TO (this “Schedule TO”)
relates to the tender offer by PHX Merger Sub, Inc., a Delaware
corporation (“Purchaser”) and a wholly owned subsidiary of First
Brands Group, LLC, a Delaware limited liability company (“Parent”),
for 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 Horizon Global Corporation, a Delaware corporation (“Horizon”),
at a price of $1.75 per share of Common Stock and an amount equal
to the Redemption Price (as defined in the Preferred Stock
Certificate of Designations) per share of Preferred Stock
calculated as of the Acceptance Time, 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 (the “Offer to
Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and
in the related letter of transmittal (the “Letter of Transmittal”),
a copy of which is attached as Exhibit (a)(1)(B), which, together
with any other related materials, as each may be amended or
supplemented from time to time, collectively constitute the
“Offer.”
All of the information set forth in the Offer to Purchase including
all schedules thereto, is incorporated herein by reference in
response to Items 1 through 9 and Item 11 of this Schedule TO, and
is supplemented by the information specifically provided in this
Schedule TO.
Summary Term Sheet.
The information set forth in the Offer to Purchase under the
caption SUMMARY TERM SHEET is incorporated herein by reference.
Subject Company Information.
Name and Address. The name, address, and telephone number of
the subject company’s principal executive offices are as
follows:
Horizon Global Corporation, 47912 Halyard Drive, Suite 100,
Plymouth, Michigan 48170, (734) 656-3000
Securities. As of January 5, 2023, based on information
provided by Horizon there were: (i) 27,732,762 shares of Common
Stock issued and outstanding; (ii) 9,768 shares of Common Stock
issuable upon the exercise of outstanding stock options to purchase
shares of Common Stock; (iii) 41,000 shares of Preferred Stock
issued and outstanding; and (iv) 10,206,146 shares of Common Stock
issuable upon the exercise of outstanding warrants to purchase
shares of Common Stock. The information set forth in the
INTRODUCTION of the Offer to Purchase and under the caption THE
TENDER OFFER—Section 6 (“Price Range of Shares; Dividends”) is
incorporated herein by reference.
Trading Market and Price. The information set forth under
the caption THE TENDER OFFER—Section 6 (“Price Range of
Shares; Dividends”) of the Offer to Purchase is incorporated herein
by reference.
Identity and Background of Filing Person.
(a)-(c) Name and Address; Business and Background of Entities;
and Business and Background of Natural Persons. The information
set forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8 (“Certain Information Concerning
Parent and Purchaser”) and Schedule I attached thereto.