EX-99.1 2 exhibit991lenderpresenta.htm EXHIBIT 99.1 LENDER PRESENTATION exhibit991lenderpresenta
Highly Confidential – Contains Information Subject to Confidentiality Agreements Lender Presentation February 2019 NYSE: HZN 1


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Forward-Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained herein speak only as of the date they are made and give our current expectations or forecasts of future events. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to, risks and uncertainties with respect to: the Company’s ability to regain compliance with the NYSE’s continued listing standards and maintain such compliance; the Company’s leverage; liabilities imposed by the Company’s debt instruments; market demand; competitive factors; supply constraints; material and energy costs; technology factors; litigation; government and regulatory actions, including the impact of any tariffs, quotas or surcharges; the Company’s accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company’s business and industry; the spin-off from TriMas Corporation; the success of our Action Plan, including the actual amount of savings and timing thereof; risks inherent in the achievement of cost synergies and timing thereof in connection with the Westfalia acquisition, including whether the acquisition will be accretive; the Company’s ability to promptly and effectively integrate Westfalia; the performance and costs of integration of Westfalia; the timing and amount of repurchases of the Company’s common stock, if any; and other risks that are discussed in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The risks described herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. We caution readers not to place undue reliance on such statements, which speak only as of the date hereof. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. NYSE: HZN 2


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Note on Financial Measures “Adjusted EBITDA” as used in this presentation represents net income plus interest, income taxes, depreciation, amortization, factoring charges, discounting fees for vendor financing, non-cash expense (including impairment charges, gains or losses on asset sales, and stock compensation expense), origination costs associated with this transaction and prior financing transactions, and any extraordinary or non-recurring costs. Adjusted EBITDA in this presentation is not equal to Consolidated EBITDA as defined in the Term Loan B Credit Agreement, as amended. Revenue and Cost of Sales for the forecast period excludes both the recently imposed 10% and the pending increase to 25% tariff on imports from China to the United States. The Company has passed on the impact of the 10% and announced it will pass on the impact of the 25% tariff in full which would result in an increase in both revenue and costs of sales and no change to gross margin or EBITDA. 2018 financial information subject to year-end audit adjustments and completion of tax provision. NYSE: HZN 3


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Table of Contents I. Executive Summary II. Company Overview III. Situation Overview IV. Segment Overview V. Q4 2018 Supplement NYSE: HZN 4


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements I. Executive Summary


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Company Background • Horizon Global Corporation (“Horizon Global” or “Company”) is a global market leader in the design, manufacture and distribution of high quality, custom-engineered towing, trailering, cargo management and other related accessory products – Horizon Global was formed through a spin-off of the Cequent businesses from TriMas Corporation completed June 30, 2015 • The Company has a diverse footprint, serving the Original Equipment Manufacturer (“OEM”), Original Equipment Supplier (“OES” and collectively with OEM, “OE”), Automotive Aftermarket (“Aftermarket”), and Retail / E-Commerce (“Retail”) end markets – The end markets for the Company’s products continue to grow, driven by increasing shifts in production mix of light trucks, SUVs, CUVs, (relative to other light vehicles) and expanded leisure activity – Over the past decade, annual domestic light truck sales have increased by over 120%(1) • Horizon Global’s primary customers include top blue-chip companies, including: – OE: BMW, Volkswagen, Mercedes Benz, and Ford – Aftermarket: U-Haul, Tractor Supply Company, Redneck Trailer Supplies, LKQ, and Keystone RV – Retail: Amazon, AutoZone, and The Home Depot • Horizon Global operates through 3 geographic segments – Americas, Europe-Africa, and Asia-Pacific (“APAC”), providing economic diversity, access to global technology and innovation, and global automotive platforms – Americas: Recently completed its Americas Action Plan and stabilized issues arising out of the Kansas City distribution center, positioning the segment for increased profitability – Europe-Africa: Recently installed management team is diligently addressing issues to restore Europe-Africa to profitable growth; turnaround efforts are underway, with minimal capital required in the near-term to implement – APAC: 60+ year history with strong market positions in Australia, New Zealand, and Thailand; remains a stable and key contributor to the Company’s profitability Note: (1) According to Federal Reserve Economic Data as of December 2018 NYSE: HZN 6


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Key Events Leading Up to Today • Horizon Global has recently experienced operational challenges as a result of increased material costs, as well as impacts from certain initiatives of prior management that materialized unfavorably, including (among others): – Americas: Consolidation of the South Bend and Dallas distribution centers into a new Kansas City facility – Europe-Africa: Acquisition of Westfalia and subsequent realignment of the Witter (United Kingdom) and Monoflex (Sweden) manufacturing facilities primarily into Romania Key Events Leading Up to Today 2H 2015 2016 2017 2018 Key event(s) impacting Americas March 2018: Key event(s) impacting Europe-Africa President Trump issues May – August 2018: Kansas City unable to Section 232 tariffs on November 2018: Q2 – Q4 2017: Horizon handle peak seasonal imported steel and Horizon Global releases Global begins initiative to volume resulting in ~$26 aluminum, putting upward Q3 2018 earnings; August 2015: Carl Bizon consolidate the South million past due orders pressure on material costs Announces anticipation (President of APAC & Bend and Dallas of breaching financial Europe-Africa at the time) distribution centers into a July 2018: Liquidity and January 2018: covenants in March 2019 departs from Horizon new Kansas City facility operational challenges Carl Bizon rejoins due to ongoing Global after 8 year tenure cause Horizon Global to Horizon Global as challenges experienced raise $50 million of new December 2017: Horizon President of following the July 2018 Term Loan and amend Global announces acquisition of Americas financing financial covenants June 2015 2019 October 2018: Carl Bizon October 2016: Q3 – Q4 2017: May 2018: Promoted Carl June 2015: Horizon August 2018: named permanent CEO Horizon Global Horizon Global Bizon (former President of Global formed Management team and Brian Whittman completes closes manufacturing APAC and Americas) to Interim through spin-off changed for (A&M) named interim CFO acquisition of facilities in Witter CEO following the departure from Europe-Africa following the departure Westfalia (U.K.) to move of Mark Zeffiro of David Rice production to Romania-Brasov June 2018: Horizon September 2018: (legacy Westfalia Global announces Kansas City facility)* mutual agreement shipments exceed with H2 to terminate prior combined the Brink transaction * Monoflex (Sweden) closure / transfer to Romania occurred in late 2016 / early 2017 facilities and past due orders decline to ~$8 million NYSE: HZN 7


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary FY 2018 Results Americas Europe-Africa APAC Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA ($ in millions) (11%) (1%) 7% $440 (55%) $391 $326 $323 $136 5% $57 $127 (96%) $26 $25 $26 $17 $1 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E Illustrative Adjusted EBITDA Bridge: Estimated 2017 to 2018 ($ in millions) Commentary $100 1 $90 • Primarily driven by rising input costs (commodity -31 prices, freight costs, labor costs in Kansas City), $80 capacity shortfalls in Kansas City, inventory stock $81 outs due to liquidity constraints and stretched $70 working capital 1 $60 2• Primarily driven by continued start-up inefficiencies -16 in Romania, including capacity constraints and $50 supply chain management issues, inventory stock 2 outs due to the loss of trade credit insurance, $40 +1 -1 management turnover, and severance costs 3 4 $30 $34 3• APAC remained stable $20 4• Corporate Adj. EBITDA was essentially flat going $10 from -$17.9 million to -$18.6 million $0 2017A Adj. Americas Europe-Africa APAC Corporate / 2018E Adj. EBITDA Other EBITDA NYSE: HZN 8


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Americas Update • 2018 was shaped by the consolidation of Retail / Aftermarket distribution centers in late 2017, which significantly impacted both revenues and costs Americas Update Key 2018 Challenges Key Initiatives Implemented Key Go-Forward Opportunities . Rising Material Costs: Commodity prices, in  Kansas City Stabilized: Distribution capacity . Pricing Optimization: Current environment with particular steel prices, rose rapidly in the beginning issues experienced at the Kansas City facility were tariffs and wide-spread price increases across of 2018 following the implementation of Section resolved at the end of Q3 2018 multiple sectors provides opportunity for Horizon 232 tariffs – Distribution volumes at Kansas City now exceed Global to implement pricing strategy to recapture . Labor and Retention Issues: Competitive labor historical levels at South Bend and Dallas lost margins market in Kansas City created initial retention combined (pre-consolidation) – Company’s ability to raise prices in 2018 was issues (creating delays in training / ramp up of impaired due to product availability issues  Organizational Restructure Completed: In order facilities), as well as higher wages than originally to reduce costs and better align the organization, (which have now been fully resolved) anticipated the Company consolidated its offices in Mosinee – Increases announced in November 2018 . Rising Freight Costs: U.S. economic performance and Solon into its Plymouth headquarters effective February 1, 2019 and trucking shortage put upward pressure on – 111 reduction in salaried workforce anticipated . Steel Price Moderation: Steel prices have begun freight costs to provide ~$12 million/year of go-forward run- to moderate leading in 2019 . Product Availability Issues: Capacity shortfalls in rate savings – According to Bloomberg as of February 2019, Kansas City (due to delayed ramp up / labor  Price Increases: Price increases tied to tariffs on domestic hot-rolled coil steel futures prices for shortages) and shipment errors negatively imports from China implemented November 2018 Q1 2019 were down ~13% relative to Q4 2018 impacted sales volumes levels – Direct imports from China were also constrained . Kansas City Efficiencies: While distribution at as a result liquidity issues in Q2 2018 Kansas City is now stabilized, current cost structure . Significant Non-Recurring Costs: Foregoing provides incremental opportunities for cost- issues and the organizational restructuring also reductions over time as warehouse management resulted in heightened one-time charges (including systems improve extra overtime, vendor penalties, severance, and Implementation of automation storage retrieval facility closure costs) – system (“ASRS”) anticipated to further improve efficiencies and drive cost reductions Americas has recently completed its Americas Action Plan and stabilized issues arising out of the Kansas City distribution center, positioning the segment for future profitability NYSE: HZN 9


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Europe-Africa Update • The acquisition of Westfalia – a low profit business – combined with prior management’s efforts to move manufacturing to low cost countries led to significant supply chain and logistics issues Europe-Africa Update Key 2018 Challenges Key Initiatives Implemented Key Go-Forward Opportunities . Manufacturing Inefficiencies: Closure of the  Romania Stabilization Underway: Volume . Restore Aftermarket Product Mix: Stabilization of United Kingdom and Sweden facilities and throughput issues created from transition of Romania provides Company the opportunity to consolidation of manufacturing into Romania manufacturing into Romania resolved regain its Aftermarket sales volume (with higher created significant inefficiencies, contributing to – Local steel supply has been secured (previously margins) lower production volumes, and increased material imported from United Kingdom) – The Aftermarket retractable product range is and transportation costs – Substantial work underway to localize tier 2-3 planned to launch in Q3 2019 – Poorly executed transition, and Romania suppliers – Westfalia detachable technology remains a location limited cost-efficient access to steel  Reduction in Headcount: Reduction in headcount market leader supply, paintline, and tier 2-3 suppliers at the Rheda-Wiedenbrück facility implemented – . OE: Auto OE volumes are expected to grow due to . OE Margins Suffered: Price give backs over life of anticipated to provide ~$2 million/year of go- new programs and increased volumes from contracts and delays in ability to pass on forward run-rate savings European manufacturers commodity cost increases impacted margins  New Leadership: Jason Kieseker, President of . Streamline Logistics: Negotiating freight and . Inventory Stock Outs: Due to insufficient pre build APAC, recently had role expanded to also include warehousing contracts in process to streamline of inventory and delays in commissioning parts in Europe-Africa, and Paddy Enright was appointed logistics and reduce volumes and costs the receiving facility, Company could not meet Division Finance Officer of Europe-Africa . In-house Paintline: Build out of in-house paintline aftermarket demand season – Jason Kieseker and team are deeply familiar (which is currently outsourced at a premium rate) . Rising Material Costs: Increases in commodity with the Europe-Africa operations from tenure may provide opportunity for significant cost savings prices constrained margins prior to TriMas spin-off, and are diligently – However, requires incremental investment – Prior leadership failed to pass on price working on turnaround efforts – Incremental investment cost (and any benefit) increases – Organizational structure change in process to not included in current business plan focus function into geography and channels Recently installed management team is diligently addressing issues to restore Europe-Africa to profitable growth; turnaround efforts are underway, with minimal capital required in the near-term to implement NYSE: HZN 10


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements FY 2019 Outlook Americas Europe-Africa APAC Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA ($ in millions) 10% 4% 1% $428 $391 75% $323 $336 $136 $138 (3%) $45 $26 NM $26 $25 $1 $10 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E Illustrative Adjusted EBITDA Bridge: Estimated 2018 to 2019 ($ in millions) Commentary $70 +10 -1 -3 1• Primarily driven by recapture of commodity price 3 4 increases, pricing optimization, full-year effect of $60 2 +19 $59 Kansas City operating at property capacity and continued operational efficiencies, freight $50 management optimization, and full-year effect of 1 organizational restructuring $40 2• Primarily driven by procurement savings, improvements in supply chain efficiency, reduction $30 $34 in freight costs, new product launches, stabilized Aftermarket supply, and additional volumes in Auto OE and E-Commerce $20 3• APAC anticipated to remain stable $10 4• Corporate Adj. EBITDA declines from -$18.6 million to -$21.3 million due to assumed annual $0 bonus (none earned in 2018), full year CEO cost, 2018E Adj. Americas Europe-Africa APAC Corporate / 2019E Adj. and inflationary cost increases EBITDA Other EBITDA NYSE: HZN 11


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements New Money Financing Need • Horizon Global is seeking a $50 million financing to bridge to its business plan supported by key operational improvements that are underway in the Americas and maintaining status quo in APAC with strategic opportunities for growth, while Europe-Africa continues its turnaround efforts – The proceeds from the $50 million financing will be used to “rightsize” working capital, reset the ABL, and provide the Company with sufficient cash on hand to execute its 2019 business plan – The bridge financing is critical to stabilize operations in order to achieve the Company’s 2019 budget and best position Horizon Global for a refinancing as debt maturities approach as early as 2020 – As part of the transaction, Horizon Global will require waiver(s) / amendment(s) of certain covenants in its ABL and term loan credit agreements NYSE: HZN 12


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements II. Company Overview


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Key Investment Highlights Diverse footprint allows for both global innovation and local execution Deep long-standing customer relationships #1 Recognized brands in numerous markets Broad product portfolio across towing, trailering and cargo management applications Operational improvements identified in the Americas and Europe-Africa and well underway Favorable industry dynamics with positive end markets and attractive positioning Credentialed management team with global experience NYSE: HZN 14


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Horizon Global Overview Key Highlights Go-To-Market Strategy • Formed following a spin-off from TriMas Corporation completed June 30, 2015 Global, Local Suppliers • Headquarters: Troy, MI Chain Supply Supply • Employees: ~4,200 global employees • Geographic Segments: Americas, Europe-Africa, APAC • Sales Channels: OE, Aftermarket, Retail • Globally Recognized Brands: 14+ Cargo Towing Trailering Other Mgmt. Products 2018E Revenue 2018E Adjusted EBITDA ($ in millions) Horizon $850 Horizon Horizon Europe- Americas APAC $34 Africa Segments $323 $1 $26 $136 OE OE OE $26 Retail Retail Aftermarket Aftermarket Aftermarket Channels $391 ($19) End Users Europe-Africa Europe-Africa APAC APAC Americas Americas Corporate NYSE: HZN 15


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Horizon Global Overview (Continued) Revenue by Geography(1) Revenue by Product Type(1) Revenue by End Market(1) 2% 1% 2% 8% 6% 9% 20% 8% 45% 47% 16% 69% 32% 36% (3) Africa Other Americas Cargo Management Other Other Retail Asia Australia (2) Europe U.S. Trailering Towing Aftermarket OE Commentary Commentary Commentary • Market leader in North America • Broadest product set available • Balanced portfolio of well- and Australia • Market-leading brands and established brands serving each • Footprint established to serve products channel major global markets • Flexibility to serve current and • Leverage existing product sets emerging transportation trends and customer relationships for global growth Market Leading Portfolio Brands Notes: (1) Based on FY 2018E figures (2) Includes Industrial revenue (3) Includes E-Commerce revenue NYSE: HZN 16


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Horizon Global’s Worldwide Footprint Map of Global Presence Horizon Global’s diverse product portfolio, global scale, and capabilities provide a unique value proposition to customers NYSE: HZN 17


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Horizon Global’s Broad Customer Base(1) OE Revenue Share Aftermarket Revenue Share(2) Retail Revenue Share(3) 20% 32% 47% Select Customers Select Customers Select Customers Horizon Global’s diverse sales channels drive an extended product lifecycle and addressable market. Participation in multiple, relevant channels adds to revenue base, while diversifying risk Notes: (1) Based on FY 2018E figures; excludes revenue from Other channels (~2% of revenue) (2) Includes Industrial revenue (3) Includes E-Commerce revenue NYSE: HZN 18


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Management Team Overview of Senior Leadership Team Carl Bizon, President & CEO – Brian Whittman, Interim CFO – Jay Goldbaum, General Horizon Global Corporation Horizon Global Corporation Counsel – Horizon Global Corporation . Named President and . Managing Director in CEO in October 2018 Alvarez & Marsal’s . Named General Counsel, . Previously served as Restructuring practice Chief Compliance President of Horizon with 20+ years of Officer, and Corporate Americas experience Secretary in June 2015 . 8 years of senior . Significant turnaround . Joined TriMas in 2012 as leadership experience at advisory experience legal counsel with a TriMas running the . CRO of UCI International variety of responsibilities Cequent Asia-Pacific and in 2016 . Former associate in the Europe-Africa . Interim CFO of PSAV corporate and litigation businesses from 2014 – 2015 practice of Jaffe, Raitt, . Former CEO of Jayco . Previously spent 7 years Heuer & Weiss, P.C. Corporation in restructuring at a Big 5 . 20+ years of firm experience Augmented by Proven Partners at the Division-Level James Tindell, Division Jason Kieseker, President & Paddy Enright, Vice President Finance Officer & Interim Managing Director, Europe- of Finance, Europe-Africa President, Americas Africa and Asia-Pacific and Asia-Pacific . Appointed interim . Previously served as . 35+ years of experience President of the Regional Vice President in accounting, financial Americas business in and Managing Director of leadership, mergers and May 2018 following Carl APEA acquisitions, and Bizon’s promotion . Served as General international operations . Over 15 years of finance Manager of Cequent’s . Prior to Horizon, Paddy and operations Thailand business and held senior finance experience with large APEA Sales & Marketing positions with Pact multinational companies Director Group, Flint Group, and such as Black & Decker, . Began career at Hayman Carter Holt Harvey Newell Brands, PPG Reese in 2001 as Industries, and Principal Engineering Director Financial Group NYSE: HZN 19


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements III. Situation Overview


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Situation Overview • In June 30, 2015, Horizon Global was formed following a spin-off of TriMas Corporation’s Cequent businesses, creating a compelling new automotive accessories company of globally recognized, leading brands – Prior to the spin-off, Horizon Global (then Cequent APEA / Cequent Americas) represented ~41% of TriMas Corporation’s total revenues(1) • In October 2016, Horizon Global acquired Westfalia Group (“Westfalia”), affirming its position as a global leader in towing and trailering products – Horizon Global acquired Westfalia from DPE Deustche Private Equity for ~$147.4 million in cash and stock and $40.5 million in assumed debt, implying a valuation of ~9.9x Westfalia's projected 2016 Adjusted EBITDA(2) – At the time of the transaction, run-rate synergies were estimated at €25 to €27 million(3) • Before acquiring Westfalia, Horizon Global was the market leader in the Americas and APAC, but a relatively minor player in Europe-Africa (which provided a low risk / low capital entry platform) – The acquisition of Westfalia expanded Horizon Global’s dynamic product portfolio, global OE footprint, and secured Horizon Global’s leadership position in Europe-Africa Notes: (1) According to TriMas Corporation’s Form 10-K filing for FY2014 (2) Based on IFRS calculations; GAAP measures may be substantially different (3) According to public Company reporting NYSE: HZN 21


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Situation Overview (Continued) • Horizon Global’s market leading business had historically been underpinned by strong cash flow generation – By Q4 2017, LTM Adjusted EBITDA grew to approximately $81 million (representing ~9% Adjusted EBITDA margins) • However, leading into Q1 2018, Horizon Global’s financial performance came under pressure amidst operational challenges and higher input costs associated with rising commodity prices, among other issues – Operational Challenges: Financial performance in the Americas became negatively impacted by inventory shortages and delivery delays at the Kansas City facility, while performance in Europe-Africa was affected by an unfavorable sales mix, inefficiencies caused by the transition of manufacturing to the Romania facility, and point of production changes – Higher Input Costs: Horizon Global’s input costs have increased primarily as a result of higher steel prices and an increased cost of living (impacting wages); external pressure on costs was exacerbated by internal operational missteps driven by initiatives of the previous management team • Horizon Global’s lower-than-expected operating performance and cash flow generation constrained the Company’s liquidity position and put the Company at risk of violating its financial covenants Historical LTM Adjusted EBITDA Performance ($ in millions) Operational and financial headwinds leading into 2018 Oct-2016 $100 Westfalia Acq. 10.0% $81 $74 $80 $73 $63 9.0% $62 9.0% $52 $51 $54 $60 8.2% 8.2% 8.0% 7.9% 8.0% $40 7.2% $20 7.0% 7.0% % Margin 6.2% $0 6.0% EBITDA Adjusted Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 LTM Adjusted EBITDA LTM Adjusted LTM Adjusted EBITDA EBITDA Margin NYSE: HZN 22


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements July 2018 Financing Transaction • In July 2018, Horizon Global raised a $50 million add-on to its existing Term Loan B and modified its Term Loan Credit Agreement (“July 2018 Transaction”) to address its liquidity and financial covenant concerns Reason for July 2018 Financing 1 Stretched Working Capital 2 Operational Challenges 3 Significant One-Time Charges A/P At All Time High - $60m Higher than 2 Years Prior YoY Adjusted EBITDA declined by $19m, or 43% One-Time Cash Charges of $51m in 2018 $50 $ Comment $160 $140 Brink $17 Ticking fee, break fee, and professional fees $40 -$19 $140 Kansas City $12 Customer fines for delay, overtime charges, etc. $30 $120 Severance $12 111 head count reduction $44 $100 $20 Reynosa $3 Costs related to exiting the Reynosa facility $80 $80 $10 $25 Other $8 Other restructuring one-time cash charges $60 $ - Total $53 1H 2017 1H 2018 . Accounts payable balances were stretched starting in Q4 . Horizon Global had significant operating challenges in 2018 . Horizon Global incurred significant cash costs in 2018 2017 due to liquidity constraints which began to impact the and experienced significant reduction in operating margins relating to termination of the Brink transaction, as well as Company’s ability to meet customer product demand in Q2 as a result of (among others): Action Plan implementation costs 2018 – Increased commodity prices (primarily steel) – Only ~$37 million of the above $53 million was – Increased freight costs identified by the time of the July 2018 financing – Start-up issues at main Retail/Aftermarket distribution center Sources and Uses Sources of Funds $ Uses of Funds $ July 2018 Financing $50 July 2018 Financing Fees / OID $5 Brink Fees 17 Working Capital / Other 28 Total Sources $50 Total Uses $50 NYSE: HZN 23


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary Q4 2018 Results • Following the July 2018 Transaction, stretched working capital, operational challenges, and significant one-time charges continued to weigh on performance and liquidity – Operational Challenges: Margins continued to decline (partially due to increased steel / freight prices going into 2H 2018) and volumes remained constrained as a result of logistical issues (Kansas City was not fixed until end of the selling season in September 2018) – One-Time Charges: One-time charges relating to implementing the Action Plan were higher than anticipated (by ~$16 million) – Credit Contractions: While a portion of the $50 million financing was used to right-size accounts payable, the Company has continued to experience credit contraction as a result of losing credit insurance, primarily impacting international vendors Quarterly and Annual Adjusted EBITDA Performance ($ in millions) $90 $81 $70 $50 $33 $34 $30 $25 $20 $17 $11 $12 $10 $4 ($8) ($10) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 FY 2017 FY 2018 Adj. EBITDA 4.9% 14.1% 10.9% 6.8% 2.0% 8.8% 7.5% NM 9.0% 3.9% Margins NYSE: HZN 24


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary FY 2018 Results Americas Europe-Africa APAC Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA ($ in millions) (11%) (1%) 7% $440 (55%) $391 $326 $323 $136 5% $57 $127 (96%) $26 $25 $26 $17 $1 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E 2017A 2018E Illustrative Adjusted EBITDA Bridge: Estimated 2017 to 2018 ($ in millions) Commentary $100 1 $90 • Primarily driven by rising input costs (commodity -31 prices, freight costs, labor costs in Kansas City), $80 capacity shortfalls in Kansas City, inventory stock $81 outs due to liquidity constraints and stretched $70 working capital 1 $60 2• Primarily driven by continued start-up inefficiencies -16 in Romania, including capacity constraints and $50 supply chain management issues, inventory stock 2 outs due to the loss of trade credit insurance, $40 +1 -1 management turnover, and severance costs 3 4 $30 $34 3• APAC remained stable $20 4• Corporate Adj. EBITDA was essentially flat going $10 from -$17.9 million to -$18.6 million $0 2017A Adj. Americas Europe-Africa APAC Corporate / 2018E Adj. EBITDA Other EBITDA NYSE: HZN 25


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements FY 2019 Outlook Americas Europe-Africa APAC Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA ($ in millions) 10% 4% 1% $428 $391 75% $323 $336 $136 $138 (3%) $45 $26 NM $26 $25 $1 $10 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E Illustrative Adjusted EBITDA Bridge: Estimated 2018 to 2019 ($ in millions) Commentary $70 +10 -1 -3 1• Primarily driven by recapture of commodity price 3 4 increases, pricing optimization, full-year effect of $60 2 +19 $59 Kansas City operating at property capacity and continued operational efficiencies, freight $50 management optimization, and full-year effect of 1 organizational restructuring $40 2• Primarily driven by procurement savings, improvements in supply chain efficiency, reduction $30 $34 in freight costs, new product launches, stabilized Aftermarket supply, and additional volumes in Auto OE and E-Commerce $20 3• APAC anticipated to remain stable $10 4• Corporate Adj. EBITDA declines from -$18.6 million to -$21.3 million due to assumed annual $0 bonus (none earned in 2018), full year CEO cost, 2018E Adj. Americas Europe-Africa APAC Corporate / 2019E Adj. and inflationary cost increases EBITDA Other EBITDA NYSE: HZN 26


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Near-Term Liquidity Forecast(1) • Horizon Global’s liquidity position is projected to be extremely constrained in the near-term. The Company is currently seeking a $50 million financing to bridge to its business plan 13-Week Cash Forecast ($ in millions) The Company received an $14 amendment on its ABL for temporary relief of its cash dominion and FCCR testing $12 triggers(2) $10 $8 $6 $4 $2 $ - 4-Jan 11-Jan 18-Jan 25-Jan 1-Feb 8-Feb 15-Feb 22-Feb 1-Mar 8-Mar 15-Mar 22-Mar 29-Mar Cash (excl. APAC) (3) Excess US ABL Availability Notes: (1) The Company provided the information contained on this slide on January 18, 2019 and, except with respect to the information regarding the cash dominion trigger and FCCR testing triggers, such information has not been updated since such date (2) Under the Company’s ABL agreement, cash dominion is triggered when the US ABL availability drops below $10 million, and the FCCR covenant is tested when the US Availability drops below 10% of the net US borrowing base. The Company received an amendment of the ABL agreement for temporary relief on the cash dominion and FCCR testing triggers (3) Cash reflects balances at Americas and Europe-Africa (which includes $4 million of unrestricted cash at APAC available for Europe-Africa). Ability to repatriate incremental cash in APAC remains subject to limitations. 13-week forecast is reflected as of January 9, 2018 NYSE: HZN 27


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements New $50 Million Financing Need • The $50 million financing provides the Company with near-term liquidity to address the following: 1– Right-Size Working Capital: $15 million to “right-size” working capital / reduce currently stretched accounts payable balances 2– Paydown ABL: $20 million to reset the ABL 3– General Liquidity: $15 million to pay related fees and expenses, and to provide the Company with sufficient cash on hand to execute its 2019 business plan Reason for New $50 Million Financing 1 Right-Size Working Capital 2 Paydown ABL Balance 3 General Liquidity Reduces A/P Days to Normalized Levels Fixes ABL / Eliminates Risk of ABL Triggers Remaining Cash Available for General Liquidity New $50m Financing New $50m Financing $160 $70 $50 $63 $62 $62 $140 July 2018 July 2018 $140 Financing Txn $60 Financing Txn 3 $123 ($20) General Liquidity / Cash to $118 $15 $120 $109 ($15) $48 Balance Sheet $103 $50 $42 $100 $40 2 $80 Paydown ABL 68 days 71 days $30 $60 59 days 53 days 52 days $20 $20 $40 $20 $10 Right Size Accounts Payable 1 $0 $0 Q2'18A Q3'18A Q4'18E Q1'19E Q1'19E Q2'18A Q3'18A Q4'18E Q1'19E Q1'19E $15 (Pro (Pro Forma) Forma) A/P Balance A/P Days Q2'18AABL Balance Notes: (1) Subject to reduction for transaction fees and expenses NYSE: HZN 28


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements IV. Segment Overview


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Americas: Overview Segment Overview Operating Performance (Revenue & Adjusted EBITDA) ($ in millions) • Headquarters: Plymouth, MI $500 20% • Key Distribution Center: Kansas City, KS $440 $450 $428 18% • Key Manufacturing Facilities: Reynosa, Mexico $391 • Geographic Presence: United States, Brazil, $400 16% $350 14% Canada, Mexico 13% • 46% of Company 2018E Revenue $300 12% 10% $250 10% $200 8% Strategic Considerations $150 7% 6% • Horizon Global has recently completed its Action Plan $100 4% for the Americas Segment $50 2% $57 $45 • Well positioned for Adjusted EBITDA growth in $26 $0 0% 2019 and beyond: 2017A 2018E 2019E – Pricing Optimization Adj. EBITDA Revenue EBITDA Margin – Capacity Improvements – Reduced Labor Costs Market Leading Portfolio Brands – Streamlined Logistics and Productivity Improvements – Tested Distribution Network NYSE: HZN 30


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Americas: Financial Trends Summary Revenue & Revenue Growth Gross Profit & Gross Margin ($ in millions) $500 20% $140 50% 45% 15% $120 $128 $400 $440 $428 $121 40% $391 10% 10% $100 35% 29% $300 28% 30% 5% $80 $80 25% 0% $60 $200 20% 20% (5%) $40 15% $100 10% (10%) $20 5% (11% ) $0 (15%) $0 0% 2017A 2018E 2019E 2017A 2018E 2019E Revenue Change YoY Gross Profit Gross Margin Adjusted EBITDA & Adjusted EBITDA Margin (Adjusted EBITDA – Cap Ex) & % of Revenue $80 50% $80 50% 45% $70 45% $70 40% 40% $60 $60 35% 35% $57 $50 $50 30% 30% $47 $40 $45 25% $40 25% $40 20% $30 20% $30 13% 15% 11% 15% $20 $26 10% $20 9% 10% $19 10% $10 $10 5% 5% 7% 5% $0 0% $0 0% 2017A 2018E 2019E 2017A 2018E 2019E Adj. EBITDA EBITDA Margin Adj. EBITDA - Cap Ex % of Revenue NYSE: HZN 31


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Europe-Africa: Overview Segment Overview Operating Performance (Revenue & Adjusted EBITDA) ($ in millions) • Headquarters: Amsterdam, Netherlands $350 $336 10% • Key Manufacturing Facilities: Rheda-Wiedenbrück $326 $323 9% (Germany), Hartha (Germany), Luneray (France), $300 Brașov (Romania) 8% • Geographic Presence: Germany, France, Romania, $250 7% Poland, Sweden, Denmark, Finland, Netherlands, 6% $200 United Kingdom, Russia, South Africa 5% 5% • 38% of Company 2018E Revenue $150 4% 3% Strategic Considerations $100 3% • The Company is currently developing and 2% $50 implementing strategic initiatives in Europe-Africa 1% 0% • Well positioned for Adjusted EBITDA growth in $17 $0 $1 $10 0% 2019 and beyond: 2017A 2018E 2019E – Additional Products and Capacity Adj. EBITDA Revenue EBITDA Margin – Continued Growth in OE, E-Commerce, and Aftermarket Market Leading Portfolio Brands – Reduced Labor Costs – Procurement Savings – Productivity Improvements – New Management Team NYSE: HZN 32


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Europe-Africa: Financial Trends Summary Revenue & Revenue Growth Gross Profit & Gross Margin ($ in millions) $400 10% $50 50% $47 45% 8% $336 $40 40% $300 $326 $323 $41 35% 6% $30 30% 4% $31 $200 4% 25% $20 20% 2% 14% 12% 15% $100 10% $10 10% (1% ) 0% 5% $0 (2%) $0 0% 2017A 2018E 2019E 2017A 2018E 2019E Revenue Change YoY Gross Profit Gross Margin Adjusted EBITDA & Adjusted EBITDA Margin (Adjusted EBITDA – Cap Ex) & % of Revenue $20 7% 8% 6% $15 $17 6% $15 5% 5% $10 4% 4% $10 $10 3% $5 3% 2% 2% 2% 1% $5 $4 $5 $0 $1 1% ($3) 0% 0% (1%) $0 0% 2017A 2018E 2019E 2017A 2018E 2019E ($5) (2%) Adj. EBITDA EBITDA Margin Adj. EBITDA - Cap Ex % of Revenue NYSE: HZN 33


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements APAC: Overview Segment Overview Operating Performance (Revenue & Adjusted EBITDA) ($ in millions) • Headquarters: Melbourne, Australia 30% • Key Manufacturing Facilities: Melbourne $140 $136 $138 $127 (Australia), Auckland (New Zealand), Bangkok 25% (Thailand) $120 • Geographic Presence: Australia, New Zealand, $100 19% 19% 20% Thailand, Japan, China 18% • 16% of Company 2018E Revenue $80 15% $60 Strategic Considerations 10% $40 • The APAC segment has consistently generated cash 5% flow and maintained a market leading position since $20 $25 $26 $25 the Company’s spin-off from TriMas Corporation $0 0% • Well positioned for Adjusted EBITDA growth in 2017A 2018E 2019E 2019 and beyond: Adj. EBITDA Revenue EBITDA Margin – Pricing Optimization – Reduced Labor Costs Market Leading Portfolio Brands – Market leading position – Growth into new segments – Retail growth – China steel to be explored NYSE: HZN 34


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements APAC: Financial Trends Summary Revenue & Revenue Growth Gross Profit & Gross Margin ($ in millions) $150 10% $40 50% 9% 45% $138 8% $34 $34 40% $127 $136 $30 $33 7% 35% $100 7% 6% 30% 5% $20 25% 26% 25% 25% 4% 20% $50 3% 15% $10 10% 1% 2% 1% 5% $0 0% $0 0% 2017A 2018E 2019E 2017A 2018E 2019E Revenue Change YoY Gross Profit Gross Margin Adjusted EBITDA & Adjusted EBITDA Margin (Adjusted EBITDA – Cap Ex) and % of Revenue $40 50% $30 40% 45% 35% 40% $25 $30 30% 35% $23 $20 $22 $22 $26 30% 25% $25 $25 $20 25% $15 17% 17% 20% 19% 19% 16% 18% 20% 15% 15% $10 $10 10% 10% $5 5% 5% $0 0% $0 0% 2017A 2018E 2019E 2017A 2018E 2019E Adj. EBITDA EBITDA Margin Adj. EBITDA - Cap Ex % of Revenue NYSE: HZN 35


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements V. Q4 2018 Supplement


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary Q4 18E Results Americas Europe-Africa APAC Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA ($ in millions) (20%) (8%) (2%) $88 $73 $71 $67 $35 $34 (119%) $10 NM ($2) ($1) NM ($8) $7 $7 Q4 17A Q4 18E Q4 17A Q4 18E Q4 17A Q4 18E Q4 17A Q4 18E Q4 17A Q4 18E Q4 17A Q4 18E Illustrative Adjusted EBITDA Bridge: Estimated Q4 17A to Q4 18E ($ in millions) Commentary $15 -11 1• Primarily driven by lower revenue with no recurrence of a year-end 2017 sales program, $10 $12 higher customer allowances, higher freight and material costs not captured by pricing, non- recurrence of favorable claim settlement and 1 bonus reversal from 2017, higher Kansas City $5 labor cost, and offset by headcount reductions 2• Primarily driven by accruing for settlements of legacy Westfalia claims, higher freight and other $0 input costs, and slightly lower and unfavorable revenue mix 2 ($5) 3• APAC remained stable, overcoming FX headwinds +0 ($8) 3 4 4• Q4 2017 results benefited from reversal of bonus -7 expense ($10) -2 Q4 17A Adj. Americas Europe-Africa APAC Corporate / Q4 18E Adj. EBITDA Other EBITDA NYSE: HZN 37


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Q4 18E Themes Americas Europe-Africa . Americas operational performance strong in Q4 2018 . Europe-Africa turnaround gaining momentum . Decline in YoY results driven by cost issues already . New management team remediating legacy issues that addressed by price increases, effective February 1, 2019 drove nearly half of YoY decline . Q4 2018 includes a number of “one-time” issues – either . Q4 2018 operating performance highlighted by improving non-recurrence of items from 2017 or addressing operating efficiency, declining overtime hours, and potential trailing impact of Kansas City issues on moderation of special freight customer deductions . Shipping performance continued to improve from late Q3 . Issues remain from the closure of UK manufacturing in 2018 levels, and operational performance at 2017; however, progress underway on localizing supply of manufacturing facilities remains strong steel and components in Romania The issues impacting Q4 2018 were accounted for in developing the 2019 budget and do not represent downside risk to 2019 performance NYSE: HZN 38


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Adj. EBITDA Bridge: Americas (Q4 17A to Q4 18E) Illustrative Adjusted EBITDA Bridge: Estimated Q4 17A to Q4 18E ($ in millions) Lower sales due to non-recurrence of YE 2017 sales program, higher customer allowances, and $0.3 million $13 from Broom and Brush divestiture $8 $10 Includes Solon and Q4 2017 includes a Mosinee closures and $3 -6 bonus accrual reversal organizational restructuring +4 ($2) ($2) -5 -2 Higher commodity and freight costs net of small -2 ($7) early 2018 price increase Favorable claim settlement in 2017 did not reoccur ($12) Q4 17A Adj. EBITDA Lower Revenue Higher Costs Bonus Accrual One-time claim settlement Reorganization Q4 18E Adj. EBITDA NYSE: HZN 39


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Adj. EBITDA Bridge: Europe-Africa (Q4 17A to Q4 18E) Illustrative Adjusted EBITDA Bridge: Estimated Q4 17A to Q4 18E ($ in millions) $4 $2 Slightly lower revenue with unfavorable Aftermarket and OE mix $0 Primarily driven by higher ($1) raw material and freight costs including inefficiency from move to Romania facility ($2) Accruals for various customer claim settlements related to legacy Westfalia business -2 ($4) ($6) -2 ($8) ($8) -3 ($10) Q4 17A Adj. EBITDA Lower Revenue Higher Costs Settlement Accruals Q4 18E Adj. EBITDA NYSE: HZN 40


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary Q4 18E Cash Flow Statement Preliminary Q4 2018E Cash Flow Statement ($ in US millions) Q4 2018E Adjusted EBITDA ($8) Interest paid (5) Taxes paid (1) Capital expenditures (3) Other Income (Expense) (4) Other (0) Net change in working capital(1) 24 Cash generated (used) before non-recurring items $2 Cash paid for non-recurring items (10) Net proceeds from sales of assets 0 Free Cash Flow ($8) Term loan repayments (3) ABL Revolving proceeds 16 ABL Revolving repayments (2) Foreign Debt repayments (3) Net change in cash $0 Cash Balance (Q4 2018E) Americas / Corporate $5 Europe-Africa 9 APAC(2) 14 Total Cash Balance $28 Notes: (1) Driven by increase in accounts payable (2) Ability to repatriate cash at APAC remains subject to limitations NYSE: HZN 41


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Preliminary Balance Sheet Summary Preliminary Balance Sheet Summary ($ in US millions) Q4 2017A Q3 2018A Q4 2018E Q4 2019E(1) Asse ts Cash $30 $27 $28 $3 Accounts receivable(2) 92 122 106 122 Inventory (2) 172 161 174 167 Prepaid expenses 11 12 10 10 Deferred taxes 47(0)(0) Total current assets 308 330 317 302 Property, plant and equipment, net 113 105 102 89 Goodwill 138101111 Other intangible assets 90 82 78 78 Other assets 12 9 9 10 Total assets $661$536$517$490 Liabilities and Equity Current portion of long term debt $17 $13 $14 $14 Accounts payable(3) 139 109 123 106 Accrued liabilities 53 57 62 64 Total current liabilities 209 179 199 184 Long term debt(4)(5) 169 251 257 250 Convertible debt (5) 125 125 125 125 Unamortized debt issuance costs (35) (34) (32) (32) Deferred income taxes 15141516 Other long term liabilities 38 19 20 20 Total liabilities 521 554 584 563 Shareholders equity 140 (18) (67) (73) Total liabilities and equity $661 $536 $517 $490 Notes: (1) For illustrative purposes, reflected prior to any potential new money financing transaction (2) Accounts receivable and inventory have increased $16.5 million year-over-year and decreased $3.6 million quarter-over-quarter (3) Accounts payable declined $29.3 million from Q4 2017 to Q3 2018 mainly due to $50 million financing proceeds being applied to trade vendors; however, the Company has increased its payables by $13.7 million in Q4 2018, for a total year-over-year decrease of $15.6 million to accounts payable (4) Year-over-year increase in long term debt is mainly attributable to the $50 million financing that occurred in Q3 2018, and an increase in the revolving credit facility loan balance (5) Long term debt and Convertible debt are shown at face value NYSE: HZN 42


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Adjusted EBITDA Reconciliation Preliminary Adjusted EBITDA Reconciliation ($ in US millions) FY 2017A Q4 2018E FY 2018E FY 2019E Net Income (loss) attributable to Horizon Global ($4) ($48) ($205) ($18) Income tax expense (benefit) 10 9 (4) 9 Interest expense, net 22 8 28 34 Noncash expenses 4 0 2 3 Debt extinguishment costs 5 - - - Other expenses (1) 34135 Depreciation and amortization 25 7 25 25 EBITDA $65 ($20) ($141) $57 Impairment of goodwill and other intangibles - 1 127 - Other Non-recurring costs 16 11 48 2 Adjusted EBITDA $81 ($8) $34 $59 Other Non-recurring costs Brink transaction & termination costs $- ($0) $11 $- Severance and separation costs - 1 12 1 Distribution center inefficiencies & fines - 6 12 - Restructuring 10 4 11 1 Acquisition & integration costs 6 - 1 - Total $16 $11 $48 $2 Notes: (1) Other expenses include write-off of indemnification asset, factoring charges and early payment discounts, and certain non-cash write-offs NYSE: HZN 43


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Borrowing Base Overview • As of December 31, 2018, the existing ABL was over-collateralized by ~$82 million, comprised of: – Account Receivable: Excess A/R of ~$28 million ($21 million of which was deemed as ineligible A/R) – Inventory: Excess Inventory of $54 million ($15 million of which was deemed as ineligible Inventory) • In addition, of the $75 million of eligible borrowing base, only ~$65 million can effectively be borrowed due to other restrictions Accounts Receivable and Inventory Subject to ABL(1) Accounts Receivable Inventory ($ in millions) $100 $100 $90 $90 $90 $80 $80 $70 $67 $70 $54 $60 $60 $28 $50 $50 $40 $40 $30 Effective $30 Effective Advance Rate: Advance Rate: ~58% ~40% $20 $39 $20 $36 $10 $10 $- $- A/R Inventory Advanced under ABL Excess A/R (2L on Term Loan)(2) Advanced under ABL Excess Inventory (2L on Term Loan)(2) Notes: (1) Reflects A/R and Inventory subject to the ABL borrowing base. Balances are reflected as of December 31, 2018 (2) The existing Term Loan B is secured on a second lien basis on any excess A/R and Inventory not advanced under the ABL NYSE: HZN 44


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements Steel Locking Pin Issue (As of February 20, 2019) Overview . Westfalia-Automotive GmbH (“WAM”) manufactures, among other things, a particular retractable towbar (the “Towbar”) for certain OEs . One of the components of the Towbar is a steel locking bolt (the “Pin”) designed to hold the Towbar neck in position when retracted or deployed . The Pin is manufactured and supplied by one of two sub-suppliers and ultimately incorporated into the Towbar at WAM’s facility . WAM was informed in August 2018 of three instances where the Pin failed to hold the Towbar neck in position; 11 subsequent instances were reported (14 in total) Background – To date, no accidents or safety-related incidents have been reported . Following extensive review, the root cause appears to be attributable to a batch of up to ~9,000 Pins (“Potentially Defective Pins”), of which an unknown quantity are affected by a heat treatment issue at one of the sub-suppliers – The issue was indeterminable to WAM when incorporating the Potentially Defective Pins into the Towbars . The Towbar is comprised of the bar and a module that contains the neck, the Pin and electrical components (the “Module”) to deploy the neck . The Potentially Defective Pins were installed in Towbars during a period when ~133,000 vehicles were fitted across two OEs – Based on the joint analysis of WAM and one of the OEs, the number of potentially affected vehicles for such OE is currently narrowed to ~13,300 vehicles . These levels were determined based on delivery dates and stocking patterns . This OE is considering a program to inspect these vehicles and, as required, repair or replace the Modules or the Towbars containing Potentially Defective Pins Expected . There is no guarantee that any recall or replacement program initiated by this OE will correlate to these levels Actions . WAM is not aware of a final decision or announcement – The other OE (Daimler) received ~3,900 Towbars during this period . In mid-February 2019, WAM learned that Daimler publicly issued a recall for 2,984 vehicles containing the Towbars . The remaining units are in vehicles not yet sold to customers and will need to be replaced but not as part of the recall . WAM believes that the appropriate remedy is the replacement of the Module, as opposed to the complete Towbar – No final decision has been made regarding the final remedy . WAM has incurred costs of ~€1.8M relating to quarantining the Potentially Defective Pins, as well as testing and, as applicable, replacing Towbars (including the Potentially Defective Pins) not yet shipped to dealers . WAM carries a €10M product recall insurance policy Exposure – A claim has been submitted to the insurer and initial discussions are in process – Depending on the amount of the exposure, it could materially exceed the insurance coverage . WAM is seeking indemnification from the sub-supplier of the Potentially Defective Pins – The sub-supplier is believed to carry a €10M extended product liability insurance policy (inclusive of recall costs) NYSE: HZN 45


 
Highly Confidential – Contains Information Subject to Confidentiality Agreements NYSE: HZN 46