As previously announced, on August 16, 2019, certain subsidiaries of Horizon Global Corporation (the “Company”) entered into a share sale and purchase agreement (the “Agreement”) with Hayman Pacific BidCo Pty Ltd. (the “Purchaser”), an affiliate of Pacific Equity Partners. to the terms of the Agreement, the Purchaser agreed to acquire the Company’s Asia-Pacific operating segment for AUD $340 million in cash, subject to customary closing adjustments. On September 19, 2019, the Company completed the sale of the Asia-Pacific business segment (“APAC”) to the terms of the Agreement.

The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On September 19, 2019, the Compensation Committee of the Company’s board of directors (the “Committee”) awarded bonuses for the executive officers as follows: Jamie Pierson, Chief Financial Officer, a bonus of $840,752; and Jay Goldbaum, General Counsel, Chief Compliance Officer and Corporate Secretary, a bonus of $840,752. Bonuses for Messrs. Pierson and Goldbaum were comprised of 50% cash and 50% in the form of service-based Restricted Stock Units, generally vesting in full on the first anniversary of the date of grant. These bonuses were provided to the executive officers by the Committee in recognition of the successful completion, and the valuable contributions provided by each of the named executive officers above and beyond normal time and effort to help achieve, the sale of APAC.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Company giving effect to the divestment of the APAC business segment, together with the related notes thereto, is attached hereto as Exhibit 99.1.

(d) Exhibits. The following exhibits are filed herewith:

Horizon Global Corp Exhibit
EX-2.1 2 ex21sharesaleagreementapac.htm EXHIBIT 2.1 Exhibit  Share Sale and Purchase AgreementHayman Pacific BidCo Pty Ltd (Principal Buyer and,…
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About Horizon Global Corporation (NYSE:HZN)

Horizon Global Corporation is a designer, manufacturer and distributor of a range of custom-engineered towing, trailering, cargo management and other related accessory products serving the automotive aftermarket, retail and original equipment (OE) channels. The Company operates through two segments: Cequent Americas and Cequent APEA. The Cequent Americas segment consists of two operating segments: Cequent Performance Products (CPP), a manufacturer of aftermarket and original equipment manufacturer (OEM) towing and trailering products and accessories, and Cequent Consumer Products (CCP), a provider of towing, trailering, vehicle protection and cargo management solutions serving the end user through retailers. The Cequent Americas segment has operates in North America, and its towing and trailering-related products are sold through retail, aftermarket and OE channels. The Cequent APEA segment focuses its sales and manufacturing efforts outside of the Americas, operating in Australia.