As a result, upon any distribution to the creditors of any subsidiary in bankruptcy, liquidation, reorganization or similar proceedings, or following acceleration of our indebtedness or an event of default under such indebtedness, the lenders or noteholders, as the case may be, of the indebtedness of our subsidiaries will be entitled to be repaid in full by such subsidiaries before any payment is made to HRG. The 2022 notes indenture does not restrict the ability of our subsidiaries to incur additional indebtedness or grant liens secured by assets of our subsidiaries.
The 2022 notes are not secured by any of our assets. The 2022 notes are therefore effectively subordinated to HRG’s secured indebtedness, including the 2019 notes, to the extent of the value of the collateral securing such indebtedness. As of September 30, 2015, HRG had $864.4 million of secured indebtedness outstanding.
Further, we may incur future indebtedness, some of which may be secured by liens on our assets, to the extent permitted by the 2022 notes indenture and the terms of our other agreements, including the 2019 notes indenture. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the 2022 notes. Holders of the 2022 notes will participate ratably with all holders of our senior unsecured indebtedness and potentially with all of our general creditors.
Risks Related to the 2019 Notes
The 2019 notes are structurally subordinated to all liabilities of our subsidiaries.
The 2019 notes are our senior secured obligations, secured on a first-lien basis by a pledge of substantially all of our assets, including our equity interests in our directly held subsidiaries and all cash and investment securities owned by us. The 2019 notes are not, and are not expected to be, guaranteed by any of our current or future subsidiaries. As a result of our holding company structure, claims of creditors of our subsidiaries will generally have priority as to the assets of our subsidiaries over our claims and over claims of the holders of our indebtedness, including the 2019 notes. As of September 30, 2015, the total liabilities of Spectrum Brands were approximately $5.7 billion, including trade payables. As of September 30, 2015, the total liabilities of FGL were approximately $23.4 billion, including approximately $17.8 billion in annuity contractholder funds, approximately $3.5 billion in future policy benefits and approximately $300.0 million of indebtedness under the FGH Notes. As of September 30, 2015, the total liabilities of HAMCO were approximately $1.4 million and were approximately $379.4 million when consolidated with the Asset Managers. As of September 30, 2015, the total liabilities of HGI Energy were approximately $502.0 million.
The creditors of our subsidiaries have direct claims on the subsidiaries and their assets and the claims of holders of the 2019 notes are “structurally subordinated” to any existing and future liabilities of our subsidiaries. This means that the creditors of our subsidiaries have priority in their claims on the assets of the subsidiaries over our creditors, including the 2019 noteholders. All of our consolidated liabilities, other than our 2022 notes, are obligations of our subsidiaries and are effectively senior to the 2019 notes.
As a result, upon any distribution to the creditors of any subsidiary in bankruptcy, liquidation, reorganization or similar proceedings, or following acceleration of our indebtedness or an event of default under such indebtedness, the lenders or noteholders, as the case may be, of the indebtedness of our subsidiaries will be entitled to be repaid in full by such subsidiaries before any payment is made to HRG. The 2019 notes indenture does not restrict the ability of our subsidiaries to incur additional indebtedness or grant liens secured by assets of our subsidiaries. Further, we may incur future indebtedness, some of which may be secured by liens on the collateral securing the 2019 notes, to the extent permitted by the 2019 notes indenture. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the 2019 notes. Holders of the 2019 notes will participate ratably with all holders of our senior secured indebtedness secured by the collateral, including the 2019 notes already outstanding, to the extent of the value of the collateral and potentially with all of our general creditors.
The ability of the collateral agent to foreclose on the equity of our subsidiaries may be limited.
The majority of the collateral for our obligations under the 2019 notes is a pledge of our equity interests in our current and future directly held subsidiaries. There can be no assurance of the collateral agent’s ability to liquidate in an orderly manner our equity interests in our directly held subsidiaries following its exercise of remedies with respect to the collateral. None of our direct subsidiaries, other than Spectrum Brands, is publicly traded. If the collateral agent is required to exercise remedies and foreclose on the stock of Spectrum Brands pledged as collateral, it will have the right to require Spectrum Brands to file and have declared effective a shelf registration statement permitting resales of such stock. However, Spectrum Brands may not be able to cause such shelf registration statement to become effective or stay effective. The collateral agent’s ability to sell Spectrum Brands’ stock without a registration statement may be limited by, among other things, the securities laws, because such stock is “control” stock that was issued in a private placement, and by the terms of the Spectrum Brands Stockholder Agreement. Similar limitations could limit the ability of the collateral agent to dispose of the equity interests of FGL held by FS Holdco II Ltd.
As the indirect parent company of Fidelity & Guaranty Life Insurance Company (“FGL Insurance”) and Fidelity & Guaranty Life Insurance Company of New York (“FGL NY Insurance”), FGL and entities affiliated for purposes of insurance regulations are subject to the insurance holding company laws of Iowa and New York. Most states, including Iowa and New York, have insurance laws that require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s holding company. As a
