Announcement • Feb 09

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First Brands Group, LLC completed the acquisition of Horizon Global Corporation (NYSE:HZN) from a group of shareholders.

First Brands Group, LLC entered into an Agreement and Plan of Merger to acquire Horizon Global Corporation (NYSE:HZN) from a group of shareholders for $48.5 million on December 30, 2022. Under the terms of the transaction, First Brands will acquire all of the Horizon Global's outstanding shares of common stock for $1.75 per share through a cash tender offer. In addition, First Brands will acquire all of the Horizon Global's outstanding shares of Series B Preferred Stock for the redemption price provided in the Certificate of Designations, Preferences and Rights of Series B Preferred Stock of Horizon Global Corporation. Horizon Global will pay a termination fee of $2 million to First Brands, in case Horizon Global terminates the transaction. Following the completion of the Offer, 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 transaction is subject to minimum tender condition that the number of shares of Company Common Stock validly tendered represent a majority of the total number of shares of Company Common Stock outstanding at the offer Expiration Time, all issued and outstanding shares of Preferred Stock are validly tendered and not validly withdrawn, expirations of waiting periods under any applicable Antitrust Laws and other customary closing condition. The Horizon Global's Board of Directors has unanimously approved the merger. The tender offer commenced on January 9, 2023 and will expire on February 6, 2023. As of February 7, 2023, the tender offer has been expired on February 6, 2023. The total of 25,727,921 shares of Horizon Global’s common stock were validly tendered and not withdrawn. Such shares of Horizon Global’s common stock represent approximately 92.77% of the shares of common stock issued and outstanding as of the expiration of the offer, which satisfied the minimum tender condition. The transaction is expected to complete in the first quarter of 2023. As of February 7, 2023, the transaction is expected to close on February 8, 2023. Jonathan E. Kellner, Carl R. Sanchez and Joseph Swanson of Paul Hastings LLP acted as legal advisor to First Brands. Benjamin L. Stulberg and Michael J. Solecki of Jones Day acted as legal advisor to Horizon Global. Jefferies LLC acted as financial advisor and Lincoln International LLC acted as financial advisor and provided a Fairness Opinion to Horizon Global. D.F. King & Co., Inc. acted as Information Agent and Computershare Inc., acted as Depository and Paying Agent in connection with the offer to First Brands and Horizon Global. First Brands Group, LLC completed the acquisition of Horizon Global Corporation (NYSE:HZN) from a group of shareholders on February 8, 2023. First Brands irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn. Horizon Global Corporation notified the New York Stock Exchange (“NYSE”) of the consummation of the deal and requested that NYSE: (i) halt trading of the Common Stock for February 8, 2023 and suspend trading of the Common Stock effective February 8, 2023; and (ii) file with the SEC a Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result of the transaction, John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L. Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased to be a member of HZN’s Board of Directors and Patrick James and Michael Baker became members of HZN’s Board of Directors.

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First Brands Group, LLC completed the acquisition of Horizon Global Corporation (NYSE:HZN) from a group of shareholders.

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