Sec Form 13D Filing - Atlas Capital Resources II LP filing for HORIZON GLOBAL CORP (HZN) - 2019-12-20

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 6)*

 

---

Horizon Global Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44052W104

(CUSIP Number of Class of Securities)

Michael O’Donnell, Esq.

Atlas FRM LLC

100 Northfield Street

Greenwich, Connecticut 06830

Telephone: (203) 622-9138

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Steven A. Seidman, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

December 18, 2019

(Date of Event which Requires Filing of this Schedule)

 

---

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

---

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

---

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, as amended (the “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).

 

 

 

 

 

 

 

 

 

This Amendment No. 6 (“Amendment No. 6”) amends the Schedule 13D filed on November 30, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on December 26, 2018 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on January 2, 2019 (“Amendment No. 2”) Amendment No. 3 to the Schedule 13D filed on January 22, 2019 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on March 13, 2019 (“Amendment No. 4”) and Amendment No. 5 to the Schedule 13D filed on April 3, 2019 (“Amendment No. 5” and the Original Schedule 13D, as amended, the “Schedule 13D”), and relates to common shares, par value $0.01 per share (“Common Stock”), of Horizon Global Corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 6. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The 2,473,904 shares of Common Stock beneficially owned by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $10.3 million of their investment capital to acquire the shares of Common Stock reported as beneficially owned by them in this Schedule 13D.

 

Items 5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares.  This amount includes 2,473,904 shares of Common Stock held directly by Lapetus.

(i) Lapetus has shared voting and dispositive power over 2,473,904 shares of Common Stock held directly by Lapetus, representing 9.74% of the outstanding shares;

(ii) ACR II has shared voting and dispositive power of 2,473,904 shares of Common Stock held directly by Lapetus, representing 9.74% of the outstanding shares;

(iii) AC GP, by virtue of its status as the general partner of ACR II and certain other funds, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares;

(iv) ACR GP, by virtue of its status as the general partner of AC GP, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares;

(v) each of Messrs. Bursky and Fazio, by virtue of his status as a Managing Partner of ACR GP, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares.

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the common stock of the Issuer owned of record by such Reporting Person.

Item 5(c) of the Schedule 13D is hereby supplemented with the following:

Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock that have occurred since the filing date of Amendment No. 5.  All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since the filing date of Amendment No. 5.

[Signatures on following page]

SIGNATURES

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

 

Schedule I

Transactions Since Filing Date of Amendment No. 5

---

Reporting Person

Trade Date

Shares Purchased (Sold)

Price

¹⁴ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.52. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

¹⁵ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

¹⁶ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.53. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

¹⁷ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.57. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.