Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

HRG GROUP, INC. filed this Form 10-K/A on 01/13/2016
Entire Document
 << Previous Page | Next Page >>

Item 11.
Executive Compensation
This section provides an overview and analysis of our compensation program and policies, the material compensation decisions made under those programs and policies, and the material factors considered in making those decisions. The discussion below is intended to help you understand the detailed information provided in our executive compensation tables and put that information into context within our overall compensation program. The series of tables following this Compensation Discussion and Analysis provides more detailed information concerning compensation earned or paid in Fiscal 2015, Fiscal 2014 and Fiscal 2013 for the following individuals (each a “named executive officer” as of September 30, 2015):
Omar M. Asali, a Director, our President and Chief Executive Officer;
Thomas A. Williams, our former Executive Vice President and Chief Financial Officer;
David M. Maura, a Director and our Managing Director and Executive Vice President of Investments;
Michael Sena, our former Senior Vice President and Chief Accounting Officer; and
Philip A. Falcone, our former Chief Executive Officer, and Chairman of our Board.
During Fiscal 2015, Mr. Falcone, our former Chief Executive Officer and Chairman of our Board, Mr. Williams, our former Executive Vice President and Chief Financial Officer, and Mr. Sena, our former Senior Vice President and Chief Accounting Officer, were each a “named executive officer” of the Company. As previously disclosed, Mr. Falcone’s employment with the Company was terminated on December 1, 2014, Mr. Williams’ employment with the Company was terminated on January 1, 2016 and Mr. Sena’s employment with the Company was terminated on May 20, 2015.
Executive Summary
Highlights for Fiscal 2015
During Fiscal 2015, we executed on a number of strategic initiatives, including:
At HRG, appointing Omar Asali, our then President, to the additional position of CEO.
At HRG, successfully accessing the capital markets through a series of tack-ons to HRG’s existing 7.875% and 7.75% notes, using a portion of the $400 million in proceeds raised to participate in and support a $575 million equity offering at Spectrum Brands.
At Spectrum Brands, expanding our portfolio and geographic reach in key areas through acquisitions, including: the $1.4 billion purchase of Armored AutoGroup Parent, Inc., a leading producer of automotive aftermarket appearance products and performance chemicals; the $115.7 million acquisition of Proctor and Gamble’s European pet food business, consisting of the IAMS and Eukanuba brands; and the $146.8 million acquisition of Salix Animal Health, a producer and distributor of premium treats and snacks.
At Spectrum Brands, refinancing a portion of its indebtedness to improve leverage and reduce borrowing costs by: entering into a credit facility, the proceeds from which were used to repay Spectrum Brands’ then existing credit facility, repay its outstanding 6.75% senior unsecured notes due 2020 and repay its then-existing asset based revolving loan facility; and issuing $1.0 billion aggregate principal amount of 5.75% unsecured notes due 2025. As discussed above, Spectrum Brands also successfully completed a $575 million offering of its common stock in May 2015.
At FGL, FGL commencing a strategic review process, which resulted in a definitive merger agreement for Anbang Insurance Group Co., Ltd. to acquire FGL for $26.80 per share in cash. At the date of the transaction, HRG owned 47 million shares, or 80.5% of FGL. The transaction is expected to close in the third quarter of Fiscal 2016.
At Compass, reducing Compass’ leverage and improving its liquidity by: selling certain of Compass’ properties and assets, including certain of Compass’ Northern Louisiana properties in June 2015 for $19.2 million; and selling, in the first quarter of Fiscal 2016, certain of Compass’ assets in East Texas and North Louisiana for $160.0 million, prior to adjustments for title and environmental defects and revenues and expenses attributable to periods after July 1, 2015.
At HRG, receiving net proceeds of $61.6 million from the settlement of the purchase price adjustment dispute in connection with HRG’s acquisition of FGL’s subsidiaries.
At HRG and our subsidiaries, streamlining and simplifying our business by disposing of our interest in Frederick’s of Hollywood and refocusing the Salus business on capital recovery and away from the underwriting of new businesses.
The foregoing is a highlight summary of only certain of HRG’s performance measures as of the end of Fiscal 2015. For a more complete understanding and evaluation of the business and financial results of the Company and its subsidiaries, you are encouraged to read the Company’s other reports filed with the SEC.


 << Previous Page | Next Page >>