Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2022, Horizon Global Corporation, a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with First Brands Group, LLC, a Delaware limited liability company
("Parent"), and PHX Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for the
acquisition of the Company by Parent through a cash tender offer (the "Offer")
by Merger Sub for (i) all of the Company's outstanding shares of common stock
("Common Stock") for $1.75 per share of Common Stock (the "Common Stock Offer
Price") and (ii) all of the Company's outstanding shares of Series B Preferred
Stock ("Preferred Stock") for the redemption price provided in the Certificate
of Designations, Preferences and Rights of Series B Preferred Stock of Horizon
Global Corporation (the "Preferred Stock Offer Price," and together with the
Common Stock Offer Price, the "Offer Price").

The Company's Board of Directors has unanimously approved the Merger (as defined
below) and the Merger Agreement and recommended that the stockholders of the
Company accept the Offer and tender their shares of Common Stock and Preferred
Stock pursuant to the Offer. Under the Merger Agreement, Parent is required to
commence the Offer as promptly as reasonably practicable, and in any event on or
prior to January 17, 2023.

Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), by virtue of the Merger and without any action on
the part of Parent, Merger Sub, the Company or any stockholder of the Company,
(a) any shares of Common Stock held by the Company or any wholly owned
subsidiary of the Company as of immediately prior to the Effective Time (or held
in the Company's treasury) shall be cancelled and retired and shall cease to
exist, and no consideration shall be delivered in exchange therefor, (b) any
shares of Common Stock held by Parent, Merger Sub or any other wholly owned
Subsidiary of Parent as of immediately prior to the Effective Time shall be
cancelled and retired and shall cease to exist, and no consideration shall be
delivered in exchange therefor, and (c) except as provided in clauses "(a)" and
"(b)" above, each share of Common Stock outstanding immediately prior to the
Effective Time (other than any holders of Common Stock who are entitled to and
who properly exercise appraisal rights under Delaware law) will be converted
into the right to receive the Offer Price.

Merger Sub's obligation to accept shares of Common Stock tendered in the Offer
is subject to customary closing conditions, including: (a) that the number of
shares of Common Stock validly tendered and not validly withdrawn, together with
any shares of Common Stock beneficially owned by Parent, Merger Sub or any of
their affiliates, represents a majority of the total number of shares of Common
Stock then outstanding; (b) all issued and outstanding shares of Preferred Stock
are validly tendered and not validly withdrawn; (c) compliance in all material
respects by the Company with its covenants under the Merger Agreement; (d) the
accuracy of representations and warranties (subject to customary materiality and
"material adverse effect" thresholds) of the Company made in the Merger
Agreement as of the Closing Date; (e) the absence of any pending legal
proceeding in which a governmental body is a party challenging the Offer or the
Merger; and (f) other customary conditions. The parties do not anticipate
needing to make a filing with or seek approval from any regulatory agency. The
obligations of Parent and Merger Sub to consummate the Offer and the Merger
under the Merger Agreement are not subject to a financing condition.

Following the completion of the Offer, subject to the absence of injunctions or
other legal restraints preventing the consummation of the Merger, Merger Sub
will merge with and into the Company (the "Merger"), with the Company surviving
as a wholly owned subsidiary of Parent, pursuant to the procedure provided for
under Section 251(h) of the Delaware General Corporation Law, without any
additional stockholder approval, on the terms and subject to the conditions set
forth in the Merger Agreement. The Merger will be effected as soon as
practicable following the consummation of the Offer.

The Merger Agreement contains customary representations and warranties from both
the Company, on the one hand, and Parent and Merger Sub, on the other hand. The
Merger Agreement also contains customary covenants, including covenants
providing for the Company (i) to cause each of the Company and its subsidiaries
to conduct its business and operations in the ordinary course and in accordance
in all material respects with past practice; (ii) not to engage in specified
types of transactions during such period; and (iii) not to (a) solicit,
initiate, or knowingly facilitate or knowingly encourage any inquiries or the
making of any proposal or offer that constitutes, or would reasonably be
expected to lead to, a Takeover Proposal, (b) engage in, continue or otherwise
participate in any discussions or negotiations regarding, or furnish to any
other person any non-public information in connection with a Takeover Proposal
or any proposal or offer that would reasonably be expected to lead to a Takeover
Proposal, (c) adopt any resolution for the purpose of exempting any person
(other than Parent and its subsidiaries) from the restriction on "business
combinations" or any similar provision contained in applicable anti-takeover law
or the Company's organizational or other governing documents, or (d) enter into
any letter of intent, contract, commitment or agreement in principle with
respect to a Takeover Proposal.

The Merger Agreement contains customary termination rights for both Parent and
Merger Sub, on the one hand, and the Company, on the other hand, including,
among others, for failure to consummate the Offer on or before June 30, 2023
(the "Outside Date"). If the Merger Agreement is terminated under certain
circumstances specified in the Merger Agreement (including under specified
circumstances in connection with the Company's entry into an agreement with
respect to a Superior Proposal (as defined in the Merger Agreement)), the
Company will be required to pay Parent a termination fee of $2,000,000 (the
"Termination Fee"). The Merger Agreement provides that the Company will also be
required to pay Parent the Termination Fee (a) if Parent terminates the Merger
Agreement because the Company materially breaches its non-solicitation covenants
contained

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in the Merger Agreement, the Board changes or adversely modifies its
recommendation or, under certain circumstances, fails to reaffirm its approval
or recommendation, that the Company's stockholders tender their shares of Common
Stock and Preferred Stock; or (b) if (i) the Merger Agreement is terminated by
either party on or after the Outside Date, or is terminated by either party
because the acceptance time for the tender offer did not occur prior to the
Outside Date, (ii) prior to such termination a Takeover Proposal (as that term
. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On, and effective as of, December 30, 2022, the Board approved an amendment to
the Bylaws of the Company (as amended, the "Bylaws"), pursuant to which a new
Article VI, Section 8 was added to (a) designate the Court of Chancery of the
State of Delaware as the sole and exclusive forum for any action by a
stockholder (in their capacity as such) that is (i) any derivative action or
proceeding brought on behalf of the Company, (ii) any action asserting a claim
of breach of a fiduciary duty owed by any director, officer or other employee of
the Company to the Company or the Company's stockholders, (iii) any action
asserting a claim arising pursuant to any provision of the Delaware General
Corporation Law or the Certificate of Incorporation or the Bylaws (as either may
be amended from time to time), or (iv) any action asserting a claim governed by
the internal affairs doctrine, and (b) designate the federal district courts of
the United States of America as the sole and exclusive forum for any complaint
asserting a cause of action arising under the Securities Act of 1933, to the
fullest extent permitted by law (the "Bylaw Amendment").

The foregoing description of the Bylaw Amendment does not purport to be complete
and is qualified in its entirety by the actual Bylaws, as amended by the Bylaw
Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated
herein by reference.


Item 8.01   Other Events.


On January 3, 2023, the Company issued a press release announcing entry into the
Merger Agreement. A copy of that press release is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits.

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



Exhibit No.                                                   Description

2.1†                            Agreement and Plan of Merger, dated as of

December 30, 2022, by and among

Horizon Global Corporation, First Brands

Group, LLC and PHX Merger Sub,


                              Inc.
3.1                             Bylaws of the Company, as amended as of December 30, 2022
99.1                            Press Release dated     January     3    ,
                              202    3
104                           Cover Page Interactive Data File (embedded

within the Inline XBRL document)

† Certain schedules and exhibits omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

Additional Information



The tender offer for the outstanding shares of the Company referenced in this
Current Report on Form 8-K has not yet commenced. This Current Report on Form
8-K is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell any securities, nor is it a substitute for the
tender offer materials that Parent and its subsidiary will file with the
Securities and Exchange Commission. At the time the tender offer is commenced,
Parent will file with the SEC a Tender Offer Statement on Schedule TO, and
thereafter the Company will file a Solicitation/Recommendation Statement with
the Securities and Exchange Commission on Schedule 14D-9 with respect to the
tender offer. The Company's stockholders are strongly advised to read the tender
offer materials (including the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents that have yet to be filed)
and the Solicitation/Recommendation Statement because they will contain
important information that should be read carefully before any decision is made
with respect to the tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free at the SEC's
website at www.sec.gov. Free copies of these materials and other tender offer
documents will be made available by the information agent for the tender offer.

In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, the Company and Parent file annual,
quarterly and special reports, proxy statements and other information with the
SEC. The Company's filings with the SEC are available to the public from the
website maintained by the SEC at www.sec.gov. Additional copies of the tender
offer materials may be obtained for free by contacting Parent at First Brands
Group, LLC, 127 Public Square, Suite 5300, Cleveland, Ohio 44114 or (216)
906-2744.

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