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Issuer | HRG Group, Inc. (formerly known as Harbinger Group Inc.) |
Exchange Notes | $260.0 million aggregate principal amount of 7.875% Senior Secured Notes due 2019. The forms and terms of the 2019 exchange notes are the same as the form and terms of the 2019 initial notes, except that the issuance of the 2019 exchange notes is registered under the Securities Act, the 2019 exchange notes will not bear legends restricting their transfer and the 2019 exchange notes will not be entitled to registration rights under the 2019 Registration Rights Agreements. The 2019 exchange notes will evidence the same debt as the 2019 initial notes, and both the 2019 initial notes and the 2019 exchange notes will be governed by the 2019 notes indenture. |
Maturity | July 15, 2019. |
Interest | Interest will be payable in cash on January 15 and July 15 of each year. |
Optional Redemption | On or after January 15, 2016, we may redeem some or all of the 2019 notes at any time at the redemption prices set forth in “Description of 2019 Notes—Optional Redemption.” In addition, prior to January 15, 2016, we may redeem the 2019 notes at a redemption price equal to 100% of the principal amount of the 2019 notes plus a “make-whole” premium. |
| Before January 15, 2016, we may redeem up to 35% of the 2019 notes, including additional notes, with the proceeds of equity sales at a price of 107.875% of principal plus accrued and unpaid interest, provided that at least 65% of the original aggregate principal amount of the 2019 notes issued under the 2019 notes indenture remains outstanding after the redemption, as further described in “Description of 2019 Notes—Optional Redemption.” |
Change of Control | Upon a change of control (as defined under “Description of 2019 Notes”), we will be required to make an offer to purchase the 2019 notes. The purchase price will equal 101% of the principal amount of the 2019 notes on the date of purchase plus accrued and unpaid interest. We may not have sufficient funds available at the time of any change of control to make any required debt repayment (including repurchases of the 2019 notes). See “Risk Factors—Risks Related to the Notes—We may be unable to repurchase the notes upon a change of control.” |
Guarantors | Any subsidiary that guarantees our debt will guarantee the 2019 notes. You should not expect that any subsidiaries will guarantee the 2019 notes. |
Ranking | The 2019 exchange notes will be our senior secured obligations and will: |
| • rank senior in right of payment to our and our guarantors’ future debt and other obligations that expressly provide for their subordination to the 2019 notes and the notes guarantees; |
| • rank equally in right of payment to all of our existing and future unsubordinated debt and be effectively senior to all of our unsecured debt to the extent of the value of the collateral; and |
| • be effectively subordinated to all liabilities of our non-guarantor subsidiaries. |
| As of September 30, 2015, HRG had no debt other than the $864.4 million aggregate principal amount of our 2019 notes and $890.0 million aggregate principal amount of the 2022 notes. All of the 2019 notes will be effectively senior to the 2022 exchange notes to the extent of the value of the collateral securing such indebtedness. 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. As a result of HRG’s holding company structure, claims of creditors of HRG’s subsidiaries will generally have priority as to the assets of HRG’s subsidiaries over claims of HRG and over claims of the holders of HRG’s indebtedness, including the 2019 exchange notes. |
| As of September 30, 2015, our total liabilities on an unconsolidated and consolidated basis were $1.8 billion and $30.7 billion, respectively. |
