SEC Comment Letter 0000000000-23-000464 to Horizon Global Corp (CIK 0001637655)
Horizon Global Corp (CIK 0001637655)
Date: Jan. 17, 2023 · CIK: 0001637655 · Accession: 0000000000-23-000464
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 17, 2023 Carl Sanchez Partner Paul Hastings, LLP 200 Park Avenue New York, NY 10166 Re:Horizon Global Corporation Schedule TO-T filed by PHX Merger Sub, Inc. et al. Filed January 10, 2023 File No. 005-88963 Dear Carl Sanchez: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Schedule TO-T filed January 10, 2023 General 1.We note the Offer to Purchase is dated January 9, 2023, but the Schedule TO was not filed until January 10, 2023. Note that under Exchange Act Rule 14d-3(a), you are required to file the Schedule TO on the date of commencement of the tender offer. Please tell us when you commenced the tender offer, and the date upon which the offer to purchase was delivered to Horizon Global Corporation and its security holders. 2.Please disclose directly the definition of "Redemption Price." Alternatively, please disclose clearly where shareholders can find the Preferred Stock Certificate of Designations (undefined in both the Schedule TO and Offer to Purchase) that includes such definition. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameCarl Sanchez Comapany NamePaul Hastings, LLP January 17, 2023 Page 2 FirstName LastName Carl Sanchez Paul Hastings, LLP January 17, 2023 Page 2 Please direct any questions to Michael Killoy at 202-551-7576 or David Plattner at 202- 551-8094. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
January 17, 2023
Carl Sanchez
Partner
Paul Hastings, LLP
200 Park Avenue
New York, NY 10166
Re:Horizon Global Corporation
Schedule TO-T filed by PHX Merger Sub, Inc. et al.
Filed January 10, 2023
File No. 005-88963
Dear Carl Sanchez:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule TO-T filed January 10, 2023
General
1.We note the Offer to Purchase is dated January 9, 2023, but the Schedule TO was not filed
until January 10, 2023. Note that under Exchange Act Rule 14d-3(a), you are required to
file the Schedule TO on the date of commencement of the tender offer. Please tell us
when you commenced the tender offer, and the date upon which the offer to purchase was
delivered to Horizon Global Corporation and its security holders.
2.Please disclose directly the definition of "Redemption Price." Alternatively, please
disclose clearly where shareholders can find the Preferred Stock Certificate of
Designations (undefined in both the Schedule TO and Offer to Purchase) that includes
such definition.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameCarl Sanchez
Comapany NamePaul Hastings, LLP
January 17, 2023 Page 2
FirstName LastName
Carl Sanchez
Paul Hastings, LLP
January 17, 2023
Page 2
Please direct any questions to Michael Killoy at 202-551-7576 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions