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First Brands Group, LLC has successfully completed its acquisition of Horizon Global Corporation (NYSE: HZN) after a tender offer. The acquisition included all issued common and Series B preferred shares, with a Common Stock Offer Price of $1.75 per share. Following this merger, Horizon Global will become a wholly-owned subsidiary of First Brands and will be delisted from the New York Stock Exchange. This strategic move marks a significant transition for Horizon Global and is formalized under an Agreement and Plan of Merger dated December 30, 2022.
First Brands Group and Horizon Global Corporation announced a tender offer for Horizon Global's common and Series B preferred stock. The offer price is $1.75 per share for common stock and a price for preferred stock based on its redemption value. The offer expired on February 6, 2023, 11:59 p.m. ET. As of the expiration, 100% of preferred shares and approximately 92.77% of common shares were tendered, satisfying the necessary conditions for the acquisition. The transaction is expected to close on February 8, 2023, following acceptance of the validly tendered shares.
Horizon Global Corporation (NYSE: HZN) has entered into a definitive merger agreement with First Brands Group, LLC. Under the terms, First Brands will acquire Horizon Global through an all-cash tender offer of $1.75 per share. This represents a 31% premium over the pre-announcement stock price and a 237% premium over the 30-day trading average. The merger aims to combine leading automotive brands, enhancing both companies' product offerings and access to capital. Completion is anticipated in Q1 2023, subject to customary conditions.
Horizon Global Corporation (NYSE: HZN) announced it received a notice from the NYSE on November 7, 2022, indicating non-compliance with the $1.00 minimum average closing price requirement. The company plans to cure this deficiency within the six-month cure period by ensuring its stock price meets the necessary criteria. Despite this issue, HZN's stock will remain listed on the NYSE during the cure period. The company is dedicated to monitoring its stock price closely and may explore alternatives to address the non-compliance.
Horizon Global Corporation (NYSE: HZN) reported a net loss of $25.7 million for Q3 2022, a significant decrease in net sales to $149.0 million, down $47.5 million from Q3 2021. Gross profit fell to $16.7 million, reflecting a gross profit margin decrease from 19.7% to 11.2%. The company is exploring strategic alternatives to enhance shareholder value amid adverse market conditions, including high inventory levels and a decline in aftermarket sales. Adjusted EBITDA was $(5.9) million, a drop from $18.9 million in the previous year. Horizon remains focused on margin improvement and optimizing operations.
Horizon Global (NYSE: HZN) will host a conference call on November 9, 2022, at 8:30 a.m. ET to discuss its third quarter 2022 results. The call will feature President and CEO Terry Gohl and CFO James Zhou. Participants must register prior to the call by dialing (844) 825-9786 or (412) 902-4185 from outside the U.S. The results and supplementary materials will be available on the company's website before the call. A replay will be accessible after the call until November 23, 2022.
Horizon Global Corporation (NYSE: HZN) has launched its new REESE® Dual Cam™ II towing solution, designed to enhance safety and comfort in towing experiences. Featuring an integrated weight distribution and active sway control system, the product is engineered for maximum trailer weight capacities of 6,000 to 12,000 lbs. The Dual Cam II simplifies installation with a no-drill setup and is available through REESE dealers and e-commerce platforms. This innovative product enhances towing safety by proactively managing sway forces, promising a more enjoyable experience for users.
Horizon Global Corporation (NYSE: HZN) reported a challenging second quarter in 2022, with net sales of $181.2 million, a decrease of $40.9 million from the previous year. Gross profit fell to $20.7 million, down from $47.3 million, resulting in a gross profit margin of 11.4%. The company recorded a net loss of $22.4 million, worsening from a loss of $23.4 million in Q2 2021. Adjusted EBITDA declined to $(3.9) million from $21.9 million. Inventory management issues and lower customer orders due to elevated customer inventories contributed to these declines.
Horizon Global Corporation (NYSE: HZN) announced its Board of Directors has approved a review of strategic alternatives to enhance shareholder value, potentially including a business sale. Board Chair John C. Kennedy stated that the move follows inbound interest in the company. However, no assurance is given that this review will lead to a transaction, and there is no set timetable for the process. Jefferies LLC is acting as the company's financial advisor. Horizon Global is a prominent manufacturer in the towing and trailering equipment sector, headquartered in Plymouth, MI.
Horizon Global (NYSE: HZN) will conduct a conference call on August 9, 2022, at 8:30 a.m. ET to discuss its second quarter 2022 results. The call will be led by President and CEO Terry Gohl and CFO James Zhou. Participants should register 5-10 minutes before the call at (844) 825-9786 (or (412) 902-4185 outside the U.S.). A replay can be accessed via phone starting two hours after the call until August 23, 2022. Horizon Global, based in Plymouth, Michigan, is a leading manufacturer in the towing and cargo management sector.
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