Harbinger Group Inc.
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SEC Filings

S-4
HRG GROUP, INC. filed this Form S-4 on 01/15/2016
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Collateral
Our obligations under the 2019 exchange notes will be, and the 2019 initial notes and 2019 notes indenture are, secured by a first priority lien on all of our assets (except for certain “Excluded Property” as defined under “Description of 2019 Notes”), including without limitation:
 
•    all equity interests of our directly held subsidiaries and related assets;
 
•    all cash and investment securities owned by us;
 
•    all general intangibles owned by us; and
 
•    any proceeds thereof (collectively, the “collateral”).
 
We will be able to incur a limited amount of additional debt in the future that could equally and ratably share in the collateral. The amount of such debt is limited by the covenants described under “Description of 2019 Notes—Certain Covenants—Limitation on Debt and Disqualified Stock” and “Description of 2019 Notes—Limitation on Liens.”
Certain Covenants
The 2019 notes indenture contains covenants, subject to specified exceptions, limiting our ability and, in certain cases, our subsidiaries’ ability to:
 
•    incur additional indebtedness;
 
•    create liens or engage in sale and leaseback transactions;
 
•    pay dividends or make distributions in respect of capital stock;
 
•    make certain restricted payments;
 
•    sell assets;
 
•    engage in certain transactions with affiliates, except on an arms’-length basis; or
 
•    consolidate or merge with, or sell substantially all of our assets to, another person.
 
We are also required to maintain compliance with certain financial tests, including minimum liquidity and collateral coverage ratios.
 
You should read “Description of 2019 Notes—Certain Covenants” for a description of these covenants.
Use of Proceeds
We will not receive any proceeds from the issuance of the 2019 exchange notes. We are making this exchange offer solely to satisfy our obligations under the 2019 Registration Rights Agreements. See “Use of Proceeds.”
Limited Public Market for the Exchange Notes
The 2019 exchange notes will be issued as part of the same class as 2019 notes previously issued under the 2019 notes indenture, but the trading market for the 2019 exchange notes is expected to be limited. We cannot assure you that the market for the 2019 exchange notes will be liquid. Please refer to the section of this prospectus entitled “Risk Factors—Risks Related to the Exchange Offer—There is a limited trading market for the exchange notes.”
Form of the Exchange Notes
The 2019 exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of DTC with Wells Fargo Bank, National Association, as custodian. You will not receive 2019 exchange notes in certificated form unless one of the events described in the section of this prospectus entitled “Book Entry; Delivery and Form—Exchange of Book-Entry Notes for Certificated Notes” occurs. Instead, beneficial interests in the 2019 exchange notes will be shown on, and transfers of these 2019 exchange notes will be effected only through, records maintained in book-entry form by DTC with respect to its participants.
Risk Factors
Investing in the 2019 notes involves substantial risks and uncertainties. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in any notes, including the 2019 exchange notes.

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