horizon global acquires westfalia...
TRANSCRIPT
HORIZON GLOBAL ACQUIRES WESTFALIA AUTOMOTIVE
Combined Brand Portfolio
Transaction Overview Product Diversi�cation
PRICE~€167 million;
approximately €89 million in cash and €36
million in Horizon Global common stock;
plus net debt
MULTIPLE9.9x Westfalia’s projected 2016
adjusted EBITDALess than 4x
purchase multiple after synergies
MARGINSSynergy achievement enhances pathway to 10/10 margin target in
2018
August
FINANCING$150 million add-on to existing Term B Loan, plus Horizon Global
common stock
TIMINGSubject to
satisfaction of customary closing
conditions
DELEVERINGAchieve leverage less
than 2x in 2019HZN PRESENCE
WFG PRESENCE
BOTH PRESENT
About Horizon Global•Market leader in the design, manufacture and distribution
of a wide variety of high-quality, custom engineered towing and trailering products
•Serves several channels, including: original equipment manufacturers, aftermarket, retail and e-commerce
•Principal manufacturing facilities in Mexico, Thiland, Australia, Germany, United Kingdom, and South Africa
•Products include brake controllers, cargo management, heavy-duty towing products, jacks and couplers, tow bars, vehicle roof racks and vehicle trailer hitches
About Westfalia Automotive•European market leader headquartered in
Rheda-Wiedenbrück, Germany and is comprised of two companies, Westfalia, founded in 1844, and Terwa, founded in 1995
•Primary channels to market are OEM/OES and independent aftermarket (“IAM”)
•Principal manufacturing facilities in Germany, France and Romania
•Product technology: fixed towbars, detachable towbars, retractable towbars, wiring kits, and rear-end transport solutions
•TTM Revenue: ~€220 million
Strategic Rationale
ESTABLISHES Horizon Global as a leading manufacturer of towing and trailering equipment in Europe
POSITIONS the Company for increased market share and expands opportunities for revenue and margin growth
DIVERSIFIES and expands an already dynamic product portfolio, while complementing current global business model
ENABLES ongoing innovations in the design and manufacture of towing systems for automotive equipment manufacturers, dealers and aftermarket customers
EXPANDS global OE footprint with access to new markets and new customers
FORWARD-LOOKING STATEMENTSThis presentation may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained herein speak only as of the date they are made and give our current expectations or forecasts of future events. These forward-looking statements can be identified by the use of forward-looking words, such as "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan" or other comparable words, or by discussions of strategy that may involve risks and uncertainties. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to, risks and uncertainties with respect to: the Company's leverage; liabilities imposed by the Company's debt instruments; market demand; competitive factors; supply constraints; material and energy costs; technology factors; litigation; government and regulatory actions; the Company's accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company's business and industry; our ability to successfully complete the acquisition of Westfalia, including the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived; delay in closing the proposed transaction; risks inherent in the achievement of cost synergies and the timing thereof, including whether the proposed acquisition will be accretive and within the expected timeframe; risks related to the disruption of the transaction to Westfalia and its management; the effect of announcement of the transaction on Westfalia’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; our ability to promptly and effectively integrate the acquisition of Westfalia; the performance and costs of integration of Westfalia; and other risks that are discussed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The risks described herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. We caution readers not to place undue reliance on such statements, which speak only as of the date hereof. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
NON-GAAP FINANCIAL MEASURESIn this presentation, certain non-GAAP financial measures may be used. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure may be found at the end of this presentation. Additional information is available at www.horizonglobal.com.
StrategicGoals
Impact on Three Financial Priorities for Value Creation
10% & 10% Less than 2x 3-5% Organic
• Achieve 10% operating margins at the segment level; then achieve 10% operating profit at the corporate level
• Achieve leverage ratio of less than 2x
• Achieve 3-5% organic growth
Safe Harbor Statement
Business Dimension
Relative Strength
Combined
AM Product Design
OES Service Levels
AM Operations
LCC Manufacturing +
LCC Sourcing
Product Technology
OE Customers EU
OE Customers Asia
OE Customers North America
OE Customers Emerging Markets
SIGNIFICANT OPPORTUNITY FOR VALUE CREATION
EXPANDS OPPORTUNITIESACHIEVES GOAL IN 2019
ACCELERATES GOAL