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.