Harbinger Group Inc.
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424B3
HRG GROUP, INC. filed this Form 424B3 on 01/27/2016
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424B3


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-209018
PROSPECTUS

Exchange Offer for
$140,000,000 7.750% Senior Notes due 2022
(CUSIP Nos.: 40434J AB6/U4428L AC0)
$260,000,000 7.875% Senior Secured Notes due 2019
(CUSIP Nos.: 40434J AA8/U4428L AA4 and U4428L AB2)
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The Notes
We are offering to exchange $140,000,000 of our outstanding 7.750% Senior Notes due 2022, which were issued in a private offering on May 19, 2015, which we refer to as the “2022 initial notes,” for a like aggregate amount of our registered 7.750% Senior Notes due 2022, which we refer to as the “2022 exchange notes.” The 2022 exchange notes will be issued under the indenture dated as of January 21, 2014, which we refer to as the “2022 notes indenture.” We refer to the 2022 initial notes and the 2022 exchange notes collectively as the “2022 notes.”
We are offering to exchange $100,000,000 of our outstanding 7.875% Senior Secured Notes due 2019 and $160,000,000 of our outstanding 7.875% Senior Secured Notes due 2019, which were issued in separate private offerings on April 14, 2015 and May 19, 2015, respectively, which we collectively refer to as the “2019 initial notes,” for a like aggregate amount of our registered 7.875% Senior Secured Notes due 2019, which we refer to as the “2019 exchange notes.” The 2019 exchange notes will be issued under the indenture dated as of December 24, 2012, as supplemented by the supplemental indenture dated as of May 23, 2014, which we refer to as the “2019 notes indenture.” We refer to the 2022 notes indenture and 2019 notes indenture collectively as the “indentures.” We refer to the 2019 initial notes and the 2019 exchange notes collectively as the “2019 notes.”
We refer to the 2022 initial notes and the 2019 initial notes, collectively or individually, as the context requires, as the “initial notes.” We refer to the 2022 exchange notes and the 2019 exchange notes, collectively or individually, as the context requires, as the “exchange notes.” We refer to the initial notes and the exchange notes collectively as the “notes.”
The 2022 exchange notes will mature on January 15, 2022. We will pay interest on the 2022 exchange notes semi-annually on January 15 and July 15 of each year, at a rate of 7.750% per annum, to holders of record on the January 1 or July 1 immediately preceding the interest payment date.
The 2019 exchange notes will mature on July 15, 2019. We will pay interest on the 2019 exchange notes semi-annually on January 15 and July 15 of each year, at a rate of 7.875% per annum, to holders of record on the January 1 or July 1 immediately preceding the interest payment date.
Our obligations under the 2019 exchange notes will be secured, together with the obligations under any 2019 initial notes, by a first priority lien on all of our assets, other than excluded property, and subject to certain permitted collateral liens. See “Description of 2019 Notes.”
Terms of the Exchange Offer
The exchange offer will expire at 5:00 p.m., New York City time, on February 26, 2016 (the “expiration date”), unless we extend it.
If all of the conditions to this exchange offer are satisfied, we will exchange all of our initial notes that are validly tendered and not withdrawn for the exchange notes.
You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.
The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial notes, except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.
The exchange notes that we will issue you in exchange for your initial notes have a limited trading market and no assurances can be made that the trading market will be maintained, will further develop or that such market will be liquid.
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