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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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):
March 23, 2020
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Horizon
Global Corporation
(Exact Name of
Registrant as Specified in Charter)
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Delaware
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001-37427
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47-3574483
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_____________________
(State or Other
Jurisdiction
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_____________
(Commission
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______________
(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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47912
Halyard Road, Suite 100, Plymouth, Michigan
_____________________
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48170
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(Zip
Code)
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(Address of
principal executive offices)
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Registrant’s
telephone number, including area code:
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(734)
656-3000
_____________
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Not
Applicable
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________________________________________
(Former name or
former address, if changed since last report)
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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
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock, $0.01 par
value
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HZN
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New York Stock
Exchange
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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
7.01. Regulation
FD Disclosure
In December 2019,
a novel coronavirus (“COVID-19”) outbreak occurred in China and has
since spread to other parts of the world. Horizon Global
Corporation and its subsidiaries (collectively, the “Company”) have
been adhering to mandates and other guidance from local governments
and health authorities, as well as the World Health Organization
and the Centers for Disease Control. The Company has implemented
risk mitigation plans across the enterprise to reduce the risk of
spreading the virus while continuing to operate to the extent
possible. The Company’s main priority is the health of its
employees and others in the communities where it does
business.
Recently, certain
customers in Europe and North America have announced the temporary
idling of their manufacturing facilities. The Company continues to
operate and fill customer orders; however, in response to the
customer shutdowns referenced above and other anticipated changes
in demand, the Company:
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(i)
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temporarily idled
its manufacturing facilities in Rheda-Wiedenbrück, Germany and
Brasov, Romania, effective March 23, 2020;
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(ii)
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expects to
temporarily idle its manufacturing facilities in Hartha, Germany
and Luneray, France on or before March 27, 2020; and
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(iii)
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will flex down
operations at its manufacturing facilities in Reynosa, Mexico and
its distribution facilities in the United States, including its
facility in Edgerton, Kansas, in line with customer demand in North
America and in accordance with any government mandated operational
restrictions.
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The Company is
taking immediate steps to mitigate the impact of COVID-19 on its
business. The Company expects to participate in various
governmental programs in Europe that will protect both the
Company’s workforce and preserve liquidity. In North America,
the Company expects to furlough a portion of its workforce at its
manufacturing facilities in Reynosa, Mexico and distribution
facilities in the United States and participate in governmental
programs to the extent available. Further, the Company will
continue to implement cost reduction measures at its Plymouth,
Michigan headquarters.
The extent and
duration of the impact of COVID-19 and resulting effect on the
Company’s operations continues to evolve and remains uncertain. The
Company will continue to assess the operational and financial
impact of COVID-19 and will provide a further update as and when
appropriate, including when results for the first quarter of 2020
are reported.
The information
in this Item 7.01 shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be incorporated by reference into a filing
under the Securities Act of 1933, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a
filing.
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:
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March 23,
2020
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By:
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/s/ Jay
Goldbaum
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Name:
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Jay
Goldbaum
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Title:
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General Counsel
and Corporate Secretary
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