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| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | |
| | FORM 8-K | |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 16, 2019
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| | Horizon Global Corporation (Exact Name of Registrant as Specified in Charter) | |
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| Delaware | 001-37427 | 47-3574483 |
_____________________ (State or Other Jurisdiction | _____________ (Commission | ______________ (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
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2600 West Big Beaver Road, Suite 555, Troy, Michigan _____________________ | |
48084 ___________ (Zip Code) |
| (Address of principal executive offices) | |
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| Registrant’s telephone number, including area code: | | (248) 593-8820 ____________ |
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| Not Applicable |
________________________________________ (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | HZN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ
Item 1.01 Entry into a Material Definitive Agreement.
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. Pursuant to the terms of the Agreement, the Purchaser has agreed to acquire the Company’s Asia-Pacific business segment for AUD $340 million in cash, subject to customary closing adjustments.
The closing of the transaction is expected to occur in the third quarter of 2019, subject to the satisfaction or waiver of customary closing conditions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | HORIZON GLOBAL CORPORATION |
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| Date: | | August 21, 2019 | | By: | | /s/ Jay Goldbaum |
| | | | | Name: | | Jay Goldbaum |
| | | | | Title: | | General Counsel and Corporate Secretary |
