Horizon Global (HZN) SC 13GHorizon Global / Iron Park Capital Partners ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No.  )

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The information set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to a 9.9% beneficial ownership blocker (the “Blocker”) and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock (as defined herein) that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9). See Item 4.

* The information set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock (as defined herein) that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9). See Item 4.

* The information set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock (as defined herein) that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9). See Item 4.

Horizon Global Corporation (the “Issuer”)

47912 Halyard Drive, Suite 100, Plymouth, Michigan 48170

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

c/o Iron Park Capital Partners

527 Madison Avenue

25th Floor

New York, NY 10022

See responses to Item 4 on each cover page.

Common Stock, $0.01 par value per share (“Common Stock”).

44052W104

Not Applicable

APSC Holdco II directly holds warrants to purchase 3,905,486 shares of Common Stock (the “Shares”), representing 9.9% of the Issuer’s Common Stock, based on 26,219,232 shares of Common Stock outstanding as of November 2, 2020, as reported by the Issuer in its 10-Q filed with the U.S. Securities and Exchange Commission on November 5, 2020 and assumes the exercise of the warrants held by the Reporting Persons and subject to the Blocker.

Atlantic Park is the sole beneficial owner of APSC Holdco II. Pursuant to an Investment Management Agreement, dated July 6, 2020, Atlantic Park and certain of its affiliates have delegated their voting and dispositive power over their direct and indirect investments (including the Shares) to Iron Park and GASC APF, L.P. (“GASC APF”) and appointed each of them to jointly act as investment advisers.

GASC APF will file a separate Schedule 13G.

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 3,905,486 shares of Common Stock.

See responses to Item 11 on each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

Not Applicable

Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Not Applicable

Not Applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021

EXHIBIT LIST

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.30 per share, of Horizon Global Corporation (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Date: February 12, 2021

EXHIBIT B

POWER OF ATTORNEY

Know all by these presents that each of the undersigned, does hereby make, constitute and appoint George Fan as a true and lawful attorney-in-fact of such undersigned with full powers of substitution and revocation, for and in the name, place and stead of such undersigned (in such undersigned’s individual capacity), to execute and deliver such forms that such undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of such undersigned’s ownership of or transactions in securities of Horizon Global Corporation (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto), (ii) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder and (iii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until such undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or her ownership of or transactions in securities of Horizon Global Corporation, unless earlier revoked in writing. Each of the undersigned acknowledges that George Fan is not assuming any of such undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Date: February 12, 2021