SEC Form SC 13G/A filed by Horizon Global Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Horizon Global Corporation |
| (Name of Issuer) |
| Common Stock, par value US$0.01 per share |
| (Title of Class of Securities) |
| 44052W104 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*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).
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSON
APSC Holdco II, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,822,724 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,822,724 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,822,724(1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
(1) Represents (i) 1,597,000 shares of Common Stock and (ii) 1,225,724 shares of Common Stock acquirable in respect of 1,225,724 warrants to purchase shares of Common Stock of the Issuer.
(2) Calculated based on (i) 27,286,647 shares of Common Stock outstanding as of November 1, 2021 as reported on the Issuer’s Form 10-Q, filed on November 4, 2021 and (ii) 1,225,724 shares of Common Stock issuable upon conversion of the 1,225,724 warrants beneficially owned.
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSON
Atlantic Park Strategic Capital Parallel Master Fund, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,822,724 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,822,724 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,822,724 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
(1) Represents (i) 1,597,000 shares of Common Stock and (ii) 1,225,724 shares of Common Stock acquirable in respect of 1,225,724 warrants to purchase shares of Common Stock of the Issuer.
(2) Calculated based on (i) 27,286,647 shares of Common Stock outstanding as of November 1, 2021 as reported on the Issuer’s Form 10-Q, filed on November 4, 2021 and (ii) 1,225,724 shares of Common Stock issuable upon conversion of the 1,225,724 warrants beneficially owned.
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSON
GASC APF, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,822,724 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,822,724 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,822,724 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%(2) |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
(1) Represents (i) 1,597,000 shares of Common Stock and (ii) 1,225,724 shares of Common Stock acquirable in respect of 1,225,724 warrants to purchase shares of Common Stock of the Issuer.
(2) Calculated based on (i) 27,286,647 shares of Common Stock outstanding as of November 1, 2021 as reported on the Issuer’s Form 10-Q, filed on November 4, 2021 and (ii) 1,225,724 shares of Common Stock issuable upon conversion of the 1,225,724 warrants beneficially owned.
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 5 of 10 |
| Item 1. | (a) | NAME OF ISSUER | |
| Horizon Global Corporation (the “Issuer”). | |||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | ||
|
47912 Halyard Drive, Suite 100, Plymouth, Michigan 48170 | |||
| Item 2. | (a) | NAMES OF PERSONS FILING | |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | |||
| (i) | APSC Holdco II, L.P. (“APSC Holdco II”); | ||
| (ii) | Atlantic Park Strategic Capital Parallel Master Fund, L.P. (“Atlantic Park”); | ||
| (iii) | GASC APF, L.P. (“GASC APF”); | ||
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 6 of 10 |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE | ||
|
The principal address of each of the Reporting Persons is c/o GASC APF, L.P., 527 Madison Avenue, 25th Floor, New York, NY 10022. | |||
| (c) | CITIZENSHIP | ||
| (i) | APSC Holdco II – Delaware | ||
| (ii) | Atlantic Park – Delaware | ||
| (iii) | GASC APF – Delaware | ||
| (d) | TITLE OF CLASS OF SECURITIES | ||
Common Stock, par value US$0.01 per share (the “Common Stock”) | |||
| (e) | CUSIP NUMBER | ||
|
44052W104 | |||
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 7 of 10 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: | |
| Not applicable. | ||
| Item 4. | OWNERSHIP. | |
|
As of December 31, 2021, the Reporting Persons owned the following number of the Company’s Common Stock: | ||
| (i) | APSC Holdco II owned of record (i) 1,597,000 shares of Common Stock and (ii) warrants to purchase 1,225,724 shares of Common Stock or 9.9% of the issued and outstanding shares of Common Stock, after giving effect to the conversion cap described below. | |
| (ii) | Atlantic Park owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock. | |
| (iii) | GASC APF owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock. | |
Amount Beneficially Owned: | ||
APSC Holdco II directly holds (i) 1,597,000 common shares and (ii) warrants to purchase 3,905,486 shares of Common Stock (the “Shares”), provided that, provided that such warrants are subject to a conversion cap such that the portion of such warrants that may be exercised at any time is limited to the amount which would result in the Reporting Persons’ beneficial ownership being no more than 9.9% of the outstanding Common Stock (inclusive of shares issued in respect of such exercise). | ||
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 Capital Partners, LP (“Iron Park”) and GASC APF and appointed each of them to jointly act as investment advisers. | ||
Iron Park files a separate Schedule 13G. | ||
Percentage Owned: | ||
All calculations of percentage ownership herein are based on an aggregate of 28,512,371 shares of Common Stock, reflecting (i) 27,286,647 shares of Common Stock outstanding as of November 1, 2021, as reported by the Issuer in its 10-Q filed with the U.S. Securities and Exchange Commission on November 4, 2021 and (ii) 1,225,724 shares of Common Stock that would result from the exercise of the warrants held by the Reporting Persons, and giving effect to the conversion cap described above. | ||
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of: | ||
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Common Stock as indicated on such Reporting Person’s cover page included herein. | |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the shares of Common Stock that may be deemed to be owned beneficially by each of them. | |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |
Not applicable. | ||
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 8 of 10 |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | |
| Not applicable. | ||
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
|
Not applicable. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| Item 10. | CERTIFICATION |
|
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. |
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 9 of 10 |
Exhibit Index
| Exhibit A. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 44052W104 | SCHEDULE 13G | Page 10 of 10 |
SIGNATURES
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.
Dated as of February 14, 2022
| APSC HOLDCO II, L.P. | ||||
| By: | /s/ George Fan |
|||
| Name: | George Fan | |||
| Title: | Authorized Signatory | |||
| ATLANTIC PARK STRATEGIC CAPITAL PARALLEL MASTER FUND, L.P. | ||||
| By: |
Atlantic Park Strategic Capital Fund GP, L.P., its general partner |
|||
| By: | Atlantic Park UGP, LLC, its general partner |
|||
| By: | /s/ George Fan |
|||
| Name: | George Fan |
|||
| Title: | Authorized Signatory | |||
| GASC APF, L.P. | ||||
| By: | GASC APF, LLC, its general partner | |||
| By: | General Atlantic Service Company, L.P., its sole member |
|||
| By: | /s/ Michael Gosk |
|||
| Name: | Michael Gosk |
|||
| Title: | Chief Financial Officer and Managing Director |
|||
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of February 14, 2022
| APSC HOLDCO II, L.P. | ||||
| By: | /s/ George Fan |
|||
| Name: | George Fan | |||
| Title: | Authorized Signatory | |||
| ATLANTIC PARK STRATEGIC CAPITAL PARALLEL MASTER FUND, L.P. | ||||
| By: |
Atlantic Park Strategic Capital Fund GP, L.P., its general partner |
|||
| By: | Atlantic Park UGP, LLC, its general partner |
|||
| By: | /s/ George Fan |
|||
| Name: | George Fan |
|||
| Title: | Authorized Signatory | |||
| GASC APF, L.P. | ||||
| By: | GASC APF, LLC, its general partner | |||
| By: | General Atlantic Service Company, L.P., its sole member |
|||
| By: | /s/ Michael Gosk |
|||
| Name: | Michael Gosk |
|||
| Title: | Chief Financial Officer and Managing Director |
|||