$HZN: Great Call at 0.50.... Going private at $1.75
I call that a GREAT way to start off 2023.
Horizon Global Announces Agreement with First Brands Group
January 03 2023 - 06:30AM
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Horizon Global Corporation (NYSE: HZN) (“Horizon Global”), one of the world’s leading manufacturers of branded towing and trailering equipment, today announced it has entered into a definitive merger agreement with First Brands Group, LLC (“First Brands”), a global automotive parts manufacturer that serves the worldwide automotive aftermarket, pursuant to which First Brands will acquire Horizon Global (the “Transaction”). The terms of the Transaction include an all-cash tender offer, which upon successful closing will entitle each stockholder of Horizon Global’s common stock to receive cash consideration of $1.75 per share.
Highlights of the Transaction:
The Transaction will result in a collection of market leading brands within the automotive industry, serving both OEM and the aftermarket channels under one group. Horizon Global’s portfolio of pioneering towing and trailering brands and innovative products are complementary to First Brand’s well recognized portfolio of braking solutions, filters, wiper blades, gas springs, spark plugs and fuel and water pumps, offering best-in-class technology, engineering, manufacturing and customer service.
The combined group will have improved access to capital to ensure the continued growth and product development that has been a long-term strategic priority for Horizon Global, enabling the group to focus on serving its broad customer base without interruption.
Despite the difficult market backdrop, the Transaction represents a 31% premium to the trading price prior to the strategic alternative announcement in August 2022, and a 237% premium over the 30 day volume weighted trading price in Horizon Global’s common stock.
“The Transaction represents the culmination of a thorough review of strategic alternatives announced in August and represents what we believe is the best outcome for our customers, suppliers, shareholders and employees,” stated Horizon Global’s interim CEO and Board Chair John C. Kennedy. “After consideration of a number of different alternatives, the Board believes this Transaction is the best path forward for shareholders to address Horizon Global’s capital needs while supporting the long-term growth and sustainability of Horizon Global’s business. Our management team and employees of Horizon Global are committed to delivering innovative, high-quality towing and trailering products, and this Transaction provides the resources needed to deliver on that commitment.”
“We are pleased to welcome Horizon Global to the First Brands family, we are excited to build on Horizon Global’s established products, brands and customers and we look forward to realizing benefits for both Horizon Global and First Brands as we move forward,” stated Guy Andrysick, Executive Vice President, First Brands.
The closing of the Transaction is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Horizon Global’s outstanding shares of common stock, the tender of Series B preferred stock at a cash consideration equal to the applicable redemption price and other customary conditions. Other than filings with the SEC, no regulatory filings or approvals are anticipated in connection with the Transaction. Horizon Global expects the Transaction to be completed in the first quarter of 2023.
Jefferies LLC acted as financial advisor and Lincoln International LLC provided a Fairness Opinion to Horizon Global, and Jones Day acted as legal counsel to Horizon Global. Paul Hastings LLP acted as legal counsel to First Brands.
Important Information About the Tender Offer
The tender offer for the outstanding shares of common stock and Series B preferred stock of Horizon Global referenced in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that First Brands and its subsidiary will file with the SEC. At the time the tender offer is commenced, First Brands and its subsidiary will file tender offer materials on Schedule TO, and, thereafter, Horizon Global will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HORIZON GLOBAL’S STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF HORIZON GLOBAL’S COMMON STOCK AND SERIES B PREFERRED STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all of Horizon Global’s stockholders at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting First Brands at First Brands Group, LLC, 127 Public Square, Suite 5300, Cleveland, Ohio 44114 or (216) 906-2744 or by contacting Horizon Global at Horizon Global Corporation 47912 Halyard Drive, Suite 100, Plymouth, Michigan 48170 or (734) 656-3000. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Horizon Global files annual, quarterly and current reports and other information with the SEC.
About Horizon Global
Headquartered in Plymouth, MI, Horizon Global is a leading designer, manufacturer and distributor of a wide variety of high-quality, custom-engineered towing, trailering, cargo management and other related accessory products in North America, Europe and Africa. Horizon Global serves automotive original equipment manufacturers, retailers, dealer networks and the end consumer as the category leader in the automotive, leisure and agricultural market segments. Horizon Global provides its customers with outstanding products and services that reflect Horizon Global's commitment to market leadership, innovation and operational excellence. Horizon Global’s mission is to utilize forward-thinking technology to develop and deliver premium products for our customers, engage with our employees and create value for our shareholders.
Horizon Global maintains a collection of regionally recognized brands in the towing and trailering industry, including: Draw-Tite, Reese, Westfalia, BULLDOG, Fulton and Tekonsha. Horizon Global has approximately 3,500 employees.
For more information, please visit www.horizonglobal.com.
About First Brands
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Got this from HZN - Horizon Global Board of Directors Appoints Terrence G. Gohl as Chief Executive Officer
Nice! With a lower debt load HZN is a much better investent. We should continue to see a rise in PPS IMO. I'm still long here. I hope people loaded up on the recent dip.
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It's a great way to get the debt down enough to become profitable again. I'm all for it.
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In case you are interested https://marketwirenews.com/news-releases/horizon-global-initiates-process-to-explore-sale-of-its-asia-pacific-segment-8319158.html
Yes very nice day glad I did as well, I always hold back a little to see. Have to ride the freebies. Congrats.
Great close today! I'm glad I held some. 4+ PPS is next.
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In case you are interested https://marketwirenews.com/news-releases/horizon-global-reports-financial-results-for-first-quarter-2019-8150466.html
Impressive recovery for HZN this month. We're close to hitting $3. Every dip we have though I'm adding more. I love the share structure here. Major possibilities once bears start to cover.
HZN is looking a little better today. We're in loading zone IMO.
Draw-Tite® is the premier brand of custom trailer hitches. Established in 1946 and created with a passion for outstanding performance the brand has come to represent one of the best custom fit vehicle products available today. Draw-Tite custom-built hitches are manufactured to vehicle-specific weight specifications and model year to ensure perfect fit and towing performance for years of dependable service.
Since its inception in 1951, Hayman Reese quickly grew to become an established leader in the aftermarket towing and is admired as one of the true pioneers in the industry. Hayman Reese designs and manufactures vehicle towing systems including towbars, weight-distributing hitches, sway controllers, cargo barriers and a wide range of accessories that have been engineered and built to last a lifetime.
Founded in 1952, the Reese brand has become a household name in the heavy-duty towing industry. With proven designs that exceed the industry standards, Reese has become the brand of choice when performance is the expectation. Reese is best known for the heavy duty fifth wheels which provide safe towing from recreation enthusiasts to heavy duty agricultural users. The Reese Towpower line of products also provides security accessories, lighting and electrical products designed for active lifestyles.
Bulldog® specializes in gooseneck hitches, gooseneck couplers, trailer couplers and wedge-latch elements that are high-strength and designed for heavy-duty applications. Favored by the military and other demanding organizations since 1920, Bulldog’s focus on performance design and innovation makes its products some of the toughest and most trusted trailer components available on the market today.
More than 100 years of performance have made Fulton® trailer jacks, winches, and couplers the industry standard in light/medium duty trailering. Suited for all environments, Fulton products perform best when the weather is at it’s worst. When you combine innovative design, performance and style with quality and value, you get a brand that is the definitive choice for recreational and marine applications everywhere.
Born in Australia as an invention of an avid Aussie windsurfer looking to create the perfect roof rack, ROLA has been a premier vehicle outfitter of roof racks and cargo management products for more than 30 years. ROLA's selection of rugged yet stylish items includes bike carriers, cargo baskets & bags, roof racks, luggage carriers, organizers and accessories. ROLA® - just add adventure.
Intelligent trailer braking is the key to the success of the Tekonsha product line. What began as a manufacturer of RV stairs and steps in 1964, Tekonsha has evolved to become a trusted name in towing safety. The core product line consists of brake controllers, electrical wiring and trailer brakes. The Tekonsha line has been trusted by professional towers and weekend warriors for worry-free travel. No matter what you are towing, Tekonsha will help you stop it – Life is a journey, stop often.
TriMotive™ is a dedicated team focused on leveraging the complete offerings from the brands in the Horizon Group portfolio. TriMotive’s premium quality, highly engineered product selection and unmatched brand heritage meets or exceeds our OE partners technology specifications and unique product needs.
Bargman® lighting and vehicle electrical connection products provide complete solutions for the recreational vehicle industry. Founded in 1931 to provide electrical connection products for the U.S. military, the Bargman brand has since been in lock step with the light duty trailer and recreational vehicle markets providing innovative designs and quality products for decades. Bargman is a recognized brand and an invaluable partner to the commercial truck and light-duty trailer manufacturers and their respective aftermarkets throughout North America.
Delivering quality towing equipment for over 40 years, Trailboss® provide a range of tow bars and accessories to suit most vehicles. An established brand in the market, Trailboss back their product with a limited lifetime warranty and include wiring solutions to complement their range of popular fitments.
Trojan is the brand associated with the country’s leading trailer component supplier. The Hector logo coupled with the Trojan name are recognizable as the leading brands in the market which are synonymous with quality, service and delivery. For over 25 years the name Trojan has been seen on trailers and throughout the retail sector as the product of choice and continues to do so today. Trojan equals quality, reliability and guaranteed fitness for purpose all key phrases that describe the brand.
In 1934 the Wesbar® family of vehicle lighting and electrical products made their debut. Since then the brand has been a key ingredient in the success of some of the worlds most legendary agricultural and industrial manufacturers. Incandescent and LED vehicle and trailer lighting products plus an extensive line of 12V wiring and vehicle electrical connection products have continued to provide an extensive selection of options for agricultural, industrial, marine, recreational, and utility trailers manufacturers and more. An expanded offering of waterproof, sealed, submersible and shock resistant lighting products have become industry standards and can be used in even the most extreme environments. Look for the Wesbar brand to ensure you are using the best.
Westfalia is one of the world's leading designers and manufacturers of tow bars, wiring kits, and carrier systems for cars and sport utility vehicles. Credited as the inventor of the original European ball tow bar in 1932, Westfalia offers more than 1,700 different types of tow bars to outfit nearly all vehicle brands. Its products are manufactured in 11 different countries and the brand is a leading supplier to both OEM's and the aftermarket.
Witter supplies a range of tow bars, wiring kits, towing accessories, and load carrying solutions for motorists and road users. The company was formed in 1950 by Colin Witter, who benefited from selling while in high-demand during post-war Britain.