Current Report Filing (8-k)
April 06 2017 - 4:16PM
Edgar (US Regulatory)
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): March 31, 2017
HORIZON GLOBAL CORPORATION
(Exact name of registrant as specified in its 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
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2600 West Big Beaver Road, Suite 555,
Troy, Michigan
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48084
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 31, 2017, Horizon Global Corporation (the
Company) entered into the 2017 Replacement Term Loan Amendment (Third Amendment to Credit Agreement) (the Amendment) with JPMorgan Chase Bank, N.A., as administrative agent, and the other institutions named on the signature
pages thereto, to amend the Term Loan Credit Agreement, dated as of June 30, 2015 (the Credit Agreement), by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders that are
parties thereto. The Amendment provides for a replacement term loan facility, in the original aggregate principal amount of $160,000,000, to replace the prior term loan facility. The proceeds of the replacement term loan facility, fully funded on
March 31, 2017, were used to repay in full the outstanding principal amount of the term loans outstanding immediately prior to the effectiveness of the Amendment. After giving effect to the Amendment, among other modifications, the Applicable
Rate (as defined in the Credit Agreement) for loans bearing interest at the (i) Alternate Base Rate (as defined in the Credit Agreement) decreased from 5.00% to 3.50% and (ii) Adjusted LIBO Rate (as defined in the Credit Agreement)
decreased from 6.00% to 4.50%. The Adjusted LIBO Rate (as defined in the Credit Agreement) remains subject to a 1.0% floor. The maturity date, customary negative covenants and financial maintenance covenant remain unchanged as part of the Amendment.
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.
The above description of the material terms and conditions of the Amendment do not purport to be complete and are qualified in their entirety by reference to
the full text of the Amendment, which is filed as Exhibit 10.1 hereto.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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2017 Replacement Term Loan Agreement (Third Amendment to Credit Agreement), dated as of March 31, 2017, among Horizon Global Corporation, the several banks and other financial institutions party thereto and JPMorgan Chase Bank,
N.A., as administrative agent
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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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Date: April 6, 2017
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HORIZON GLOBAL CORPORATION
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By:
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/s/ David G. Rice
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Name:
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David G. Rice
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Title:
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Chief Financial Officer
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Exhibit Index
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Exhibit
No
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Exhibit
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10.1
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2017 Replacement Term Loan Agreement (Third Amendment to Credit Agreement), dated as of March 31, 2017, among Horizon Global Corporation, the several banks and other financial institutions party thereto and JPMorgan Chase Bank,
N.A., as administrative agent
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