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WESTFALIA AUTOMOTIVE ACQUISITION AUGUST 25, 2016 1

Transcript of Westfalia automotive acquisitioninvestors.horizonglobal.com/sites/horizonglobal.investor...WESTFALIA...

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WESTFALIA AUTOMOTIVE ACQUISITIONAUGUST 25, 2016

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FORWARD-LOOKING STATEMENTS

This 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.

SAFE HARBOR STATEMENT

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AGENDA

Westfalia Overview

Transaction Overview

Highly Complementary Combination

Impact on Horizon Global

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WESTFALIA OVERVIEW

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WESTFALIA GROUP OVERVIEW

45%

10%8%

7%4%

3%

23% Germany

France

Sweden

U.K./Ireland

Denmark

Poland

Other

EST. SALES BY CHANNEL

EST. REVENUE BY GEOGRAPHY

49%

16%

32%

3%

OEM

OES

IAM

Other

Headquartered in Rheda-Wiedenbrück, Germany

and is comprised of two companies, Westfalia,

founded in 1844, and Terwa, founded in 1995;

collectively Westfalia Group ("WFG")

European market leader

Primary channels to market are OEM/OES and

independent aftermarket (“IAM”)

Principal manufacturing facilities in Germany,

France and Romania

1,700+ towbar products

~900 employees

Product technology: fixed towbars, detachable

towbars, retractable towbars, wiring kits and rear-

end transport solutions

TTM Revenue: ~€220 million

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TRANSACTION OVERVIEW

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TRANSACTION OVERVIEW

PRICE

MARGINS

MULTIPLE

FINANCING

DELEVERING

~€167 million; approximately €89 million in cash and €36 million in Horizon

Global common stock; plus net debt

TIMING

$150 million add-on to existing Term B Loan, plus Horizon Global common stock

Achieve leverage less than 2x in 2019

9.9x Westfalia’s projected 2016 adjusted EBITDA

Less than 4x purchase multiple after synergies

Subject to satisfaction of customary closing conditions

Synergy achievement enhances pathway to 10/10 margin target in 2018

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STRATEGIC RATIONALE

ESTABLISHES Horizon Global as a leading manufacturer of towing and

trailering equipment in Europe

POSITIONS the Company with 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

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HIGHLY COMPLEMENTARY

COMBINATION

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HIGHLY COMPLEMENTARY COMBINATION

OVERALLCreates immediate scale and market leadership in Europe and across the globe

CUSTOMERSDiversifies and expands customer base to include world-class OE’s across Europe and Asia

FINANCIALSMargin accretive, highly synergistic transaction that positions Horizon Global for accelerated growth in market share, revenue and profit

BENEFITSMarries a portfolio of premium brands and high-end engineering with best-in-class operations, sourcing and sales capabilities

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A COMBINED GLOBAL PRESENCE TO DRIVE FUTURE GROWTH

HZN Presence

WFG Presence

Both Present

• Footprint optimization

• Exchange of technological expertise

• Centralized OEM engineering and

project management

• Leverage overlapping vendor

relationships to enhance the efficiency

of the sourcing network

• Low cost country supply chain

BEST-IN-CLASS MANUFACTURING FOOTPRINT AND SUPPLY CHAIN

EFFICIENCY

RATIONALIZATION OF

ENGINEERING CAPABILITIESOPTIMIZED SOURCING

• Cross selling of tailored product

portfolios through existing sales

channels

• Substantially enhanced brand value

• Complementary customer portfolios

CROSS SELLING SYNERGIES

• Consolidation of logistics / warehouses

• Production for European OEMs in rest

of world at existing Horizon plants

• Capacity / manufacturing

rationalization

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STRONG, COMPLEMENTARYCUSTOMER BASE

HZN CUSTOMERS WFG CUSTOMERS

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SIGNIFICANT REALIZABLESYNERGY OPPORTUNITIES

Significant, identified cost synergies

reduce purchase price to less than 4x

Synergies, driven by multiple complementary

strengths, go beyond just capacity

rationalization

Rationalization of manufacturing processes and

facilities as well as supply-chain improvements

are expected to reduce costs across the new

organization both near and long term

Combination of established engineering

expertise and product innovation provides

foundation for combined portfolio of premium

brands

Will serve global customers across multiple

distribution channels: OEM, dealers, IAM,

retailers and e-commerce

Larger global footprint creates the leading

market position in numerous geographies and

provides a solid base for future geographic

expansion

Product offerings are significantly broader and

differentiated through product innovation

Business

DimensionRelative 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 ✓ ✓13

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COMPELLING COMBINATION THAT BENEFITS ALL STAKEHOLDERS

$800 million company (pro forma

revenue)

Accretive to earnings in year one

Available cost synergies will

drive financial performance,

driving purchase multiple to <4x

within 3 years

Product, customer, and

geographic diversity a strong

platform for future growth

HZN ShareholdersCompelling Financial

Benefits

Larger company offers

greater career opportunities

Sharing of best practices

Technological innovation

across combined company

operations

HZN EmployeesNew Businesses& Opportunities

Access to a wider range of

products - 1,700 new products

8 new locations to serve

multiple geographies

Omni-channel expertise with

OE, IAM, retail and e-

commerce customers

Larger company focused on

engineering innovation

CustomersMore Products,

More Places

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IMPACT ON

HORIZON GLOBAL

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HORIZON GLOBALLONG-TERM STRATEGIC GOALS

STRATEGIC

GOALS

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IMPACT ON THREE FINANCIAL PRIORITIES FOR VALUE CREATION

10% & 10% Less than 2x 3-5% Organic

IMPROVE MARGINS IMPROVE CAPITAL STRUCTURE DRIVE SALES GROWTH

Achieve 10% operating margins

at the segment level; then

achieve 10% operating profit at

the corporate level

Foster culture focused on

operational excellence

Execute major margin programs

Leverage past investments in

low-cost manufacturing

Enhance product innovation

Acquire margin accretive

companies

Achieve leverage ratio of less

than 2x

Increase profitability and reduce

debt

> 100% cash flow conversion

Generate consistent cash flow

through business cycle

Improve working capital efficiency

Acquire well-run companies

Achieve 3-5% organic growth

Leverage product portfolio and

global footprint

Expand existing distribution

channels

Develop new distribution channels,

including e-commerce

Leverage relationships with OEs

across globe

Expand sales to higher growth

emerging markets

Prioritize new product development

SIGNIFICANT OPPORTUNITY FOR VALUE CREATION 17

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Utilize forward-thinking

technology to develop and

deliver best-in-class products

for our users, engage with our

employees and realize value

creation for our shareholders

Socially Responsible

Respectful and Open

Team

Integrity and Accountability

Data and Results Driven

Enriching lives

through great

products

Global Reach

Product Development

Engine

Multi-Channel Expertise

Best-in-Class

Manufacturing and

Sourcing Cost Platform

Talented Experienced

Management Team

DRIVEN TO DELIVER

Positioned to

Drive Value for: ALL STAKEHOLDERS

ALL CUSTOMERS

ALL EMPLOYEES

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For additional information, please contact:

Maria C. DueyVice President, Corporate Development & Investor Relations

[email protected]

248-593-8810