0001637655-19-000055.txt : 20190415 0001637655-19-000055.hdr.sgml : 20190415 20190415172831 ACCESSION NUMBER: 0001637655-19-000055 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190403 FILED AS OF DATE: 20190415 DATE AS OF CHANGE: 20190415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Langdon Ryan L CENTRAL INDEX KEY: 0001356145 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37427 FILM NUMBER: 19749348 MAIL ADDRESS: STREET 1: 1901 N ROSELLE RD., SUITE 500 CITY: SCHAUMBURG STATE: IL ZIP: 60195 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Global Corp CENTRAL INDEX KEY: 0001637655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2600 WEST BIG BEAVER ROAD STREET 2: SUITE 555 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2485938820 MAIL ADDRESS: STREET 1: 2600 WEST BIG BEAVER ROAD STREET 2: SUITE 555 CITY: TROY STATE: MI ZIP: 48084 3 1 wf-form3_155536369578897.xml FORM 3 X0206 3 2019-04-03 0 0001637655 Horizon Global Corp HZN 0001356145 Langdon Ryan L 2600 W. BIG BEAVER ROAD STE. 555 TROY MI 48084 1 0 0 0 Warrants To Purchase Common Stock 1.5 2019-03-15 2024-03-15 Common Stock 834849.0 I See Footnote 2.75% Convertible Senior Notes due 2022 24.98 2022-07-01 Common Stock 28210000.0 I See Footnote Newport Global Advisors LP ("Newport") manages accounts of certain funds and insurance companies that hold securities of the Issuer. As a member of the Investment Committee of Newport, the Reporting Person may be deemed to have beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. Holders of the convertible notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2022, only under the following circumstances: (a) during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; or (c) upon the occurrence of specified corporate events. On or after January 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the convertible notes may convert their notes at any time, regardless of the foregoing circumstances. Exhibit 24.1 Power of Attorney /s/ Paula Reno, Attorney-in-Fact 2019-04-15 EX-24 2 langdon_poa.htm EXHIBIT 24.1 POWER OF ATTORNEY

Exhibit 24.1
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby
constitutes and appoints Jay Goldbaum and Paula
Reno, each individually, the undersigned's true and lawful
attorney-in-fact to:
(a) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Horizon Global Corporation (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
(b) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file such form with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(c) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each of such attorneys-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorneys-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 8th day of April, 2019.

/s/  Ryan Langdon
Name: Ryan Langdon