0001637655-18-000086.txt : 20180615 0001637655-18-000086.hdr.sgml : 20180615 20180615070042 ACCESSION NUMBER: 0001637655-18-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180614 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Global Corp CENTRAL INDEX KEY: 0001637655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37427 FILM NUMBER: 18900721 BUSINESS ADDRESS: STREET 1: 2600 WEST BIG BEAVER ROAD STREET 2: SUITE 555 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2485938820 MAIL ADDRESS: STREET 1: 2600 WEST BIG BEAVER ROAD STREET 2: SUITE 555 CITY: TROY STATE: MI ZIP: 48084 8-K 1 hzn8-kreportbrinkterminati.htm 8-K REPORT 1.02 BRINK TERMINATION Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 14, 2018

 
 
Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter)
 

 
 
 
Delaware
001-37427
47-3574483
_____________________
(State or Other Jurisdiction
_____________
(Commission
______________
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
 
 
2600 West Big Beaver Road, Suite 555, Troy, Michigan
_____________________
 

48084
___________
(Zip Code)
(Address of principal executive offices)
 

Registrant’s telephone number, including area code:
 
(248) 593-8820
____________
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))
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 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on December 13, 2017, Horizon Global Corporation (the "Company") and Cequent Nederland Holdings B.V., a wholly-owned subsidiary of the Company (the "Purchaser"), entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Cooperatief H2 Equity Partners Fund IV Holding W.A., a cooperative with exclusion of liability (Coöperatie U.A.) incorporated under the laws of the Netherlands ("Seller A"), Stichting Administratiekantoor Brink I, a foundation (stichting) incorporated under the laws of the Netherlands ("Seller B"), and Stichting Administratiekantoor Brink II, a foundation (stichting) incorporated under the laws of the Netherlands, ("Seller C", and collectively, with Seller A and Seller B, the "Sellers"), to acquire (the "Acquisition") Brink International B.V. and its subsidiaries (collectively, the "Brink Group").
Each of the Company, the Purchaser and the Sellers (collectively, the "Parties") entered into a mutual Termination and Settlement Agreement (the "Termination Agreement"), as of June 14, 2018, under which the Parties agreed that the Purchase Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered into pursuant thereto, were terminated effective June 14, 2018. The Termination Agreement provides for a break fee payable to the Brink Group, of €4.75 million.



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.



Horizon Global Corporation

By:   /s/ Jay Goldbaum                               
Name: Jay Goldbaum
Title: General Counsel and Corporate Secretary

June 15, 2018