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Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Amended and Restated Loan Agreement
On October 4, 2016, Horizon Global Corporation (the “Company”) entered into the Waiver and First Amendment to Amended and Restated
Loan Agreement (the “Amendment”) with Bank of America, N.A. (“BofA”), as administrative agent, and the other institutions named on the signature pages thereto, to amend the Amended and Restated Loan Agreement, dated as of
December 22, 2015 (the “Loan Agreement”), by and among the Company, Cequent Performance Products, Inc., Cequent Consumer Products, Inc., Cequent UK Limited, Cequent Towing Products of Canada Ltd., each as a borrower, the other parties
thereto, BofA, as administrative agent, and the other lenders that are parties thereto. The Amendment, among other things, (i) amended the Loan Agreement to (a) provide for an incremental revolving facility in an aggregate principal amount
of $25,000,000 and (b) modify the calculation of Consolidated EBITDA (as defined in the Loan Agreement) to include certain adjustments related to certain acquisitions and (ii) waived the requirement of joining certain subsidiaries acquired
pursuant to the Share Purchase Agreement (as defined below) to certain Loan Documents (as defined in the Loan Agreement) as otherwise required by the Loan Agreement.
Certain lenders and agents that are parties to the Amendment have in the past performed, and may in the future from time to time perform, investment banking,
financial advisory, lending or commercial banking services for the Company and its subsidiaries and affiliates, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
Amendment to Term Loan Credit Agreement
As
previously disclosed in the Company’s Current Report on
Form 8-K,
filed on September 23, 2016, the Company entered into the First Amendment to Credit Agreement, dated as of September 19,
2016 (the “Term Loan Amendment”), with JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent, and the other institutions named on the signature pages thereto, which amended the Term Loan Credit Agreement, dated as of
June 30, 2015 (the “Credit Agreement”), by and among the Company, as borrower, JPM, as administrative agent, and the other lenders that are parties thereto. The Term Loan Amendment, among other things, amended the Credit Agreement to
provide for incremental term loan commitments in an aggregate principal amount of $152,000,000 (the “Incremental Term Loans”). In connection with the consummation of the acquisition of the Westfalia Group (as defined below), JPM extended
the Incremental Term Loans to the Company on October 3, 2016.
Investors’ Rights Agreement
On October 4, 2016, pursuant to the terms of the Share Purchase Agreement, dated as of August 24, 2016 (the “Share Purchase Agreement”),
among the Company, its wholly-owned subsidiary, Blitz K16-102 GmbH (now known as, HG Germany Holdings GmbH) (the “Purchaser”), and Parcom Deutschland I GmbH & Co. KG (“Parcom”), Co-Investment Partners Europe L.P.,
BaryernLB Private Equity GmbH, Walter Gnauert, Dr. Bernd Welzel, Frank Klebedanz, Jürgen Lotter and Westfalia Mitarbeiterbeteiligungs GmbH & Co. KG. (collectively, the “Sellers”), the Company entered into an
Investors’ Rights Agreement with Parcom (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides for (i) certain registration rights with respect to shares of the Company’s common stock issued
as consideration under the Share Purchase Agreement, as described below, (ii) a prohibition on resales of the Company’s common stock by Parcom and certain persons controlled by Parcom for twelve months following the closing date under the
Share Purchase Agreement (the “Lock-up Period”), (iii) a limitation that Parcom and certain persons controlled by Parcom will not sell an aggregate of 104,504 or more shares of the Company’s common stock in the six months
following the expiration of the Lock-up Period, (iv) a right of first acceptance for the Company if Parcom or certain entities controlled by Parcom intend to sell an aggregate of more than 630,000 shares of the Company’s common stock,
(v) standstill provisions prohibiting Parcom and certain persons controlled by Parcom from acquiring voting securities of the Company and engaging in certain other transactions related to the Company for eighteen months following the closing
date under the Share Purchase Agreement and (vi) indemnification and other provisions customary for transactions of this type.
The foregoing descriptions are qualified in their entirety by reference to the Amendment, the Term Loan Amendment
and the Investors’ Rights Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and are incorporated by reference into this Item 1.01.