Harbinger Group Inc.
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SEC Filings

424B3
HRG GROUP, INC. filed this Form 424B3 on 01/27/2016
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CAPITALIZATION
The following table sets forth our consolidated cash and cash equivalents, short-term investments and consolidated capitalization as of September 30, 2015.
(In millions)
September 30, 2015
Cash and cash equivalents
$
1,197.0

Debt:
 
HRG Debt:
 
HRG Senior Secured Notes due 2019 (1)
$
864.4

HRG Senior Notes due 2022(2)
890.0

Spectrum Brands Debt:
 
SBI Term Credit Facility (3)
1,538.4

SBI Senior Notes (4) (5) (6)
2,340.0

Other notes and obligations
11.2

Capital leases and other
88.2

FGL Debt:
 
FGH Notes (7)
300.0

FGL Credit Agreement (8)

Compass Debt:
 
Credit Agreement (9)
327.0

Salus Debt:
 
Unaffiliated long term debt of consolidated variable interest entity (10)
40.4

Secured borrowings under non-qualified loan participations (11)
8.8

Original issuance net premium (discount) on debt
(25.7)

Total debt
6,382.7

Total HRG stockholders’ equity
586.7

Total capitalization
$
6,969.4


(1)
Consists of $700.0 million and $225.0 million aggregate principal amount of 2019 notes that were issued at a price equal to 99.362% and 101.50%, respectively, of the principal amount thereof, net of $320.6 million aggregate principal amount of 2019 notes that were exchanged for $350.0 million aggregate principal amount of 2022 notes, together with $100.0 million of 2019 initial notes and $160.0 million of 2019 initial notes that were issued in April 2015 and May 2015, respectively, that are the 2019 initial notes for which the 2019 exchange notes are being offered.
(2)
In January 2014, HRG issued $200.0 million aggregate principal amount of 2022 notes. In May 2014, HRG exchanged a portion of its outstanding 2019 notes for $350.0 million aggregate principal amount of additional 2022 notes. In September 2014, HRG issued $200.0 million aggregate principal amount of 2022 notes. In May 2015, HRG issued $140.0 million aggregate principal amount of 2022 initial notes that are the 2022 initial notes for which the 2022 exchange notes are being offered.
(3)
On June 23, 2015, SBI entered into term loan facilities pursuant to a Senior Credit Agreement consisting of a $1,450.0 million U.S. dollar denominated term loan facility due June 23, 2022 (the “USD Term Loan”), a $75.0 million CAD term loan due June 23, 2022 (“CAD Term Loan”) and a €300.0 million Euro denominated term loan facility due June 23, 2022 (“Euro Term Loan” and together with “USD Term Loan” and “CAD Term Loan”, the “Term Loans”) and entered into a $500.0 million Revolver Facility due June 23, 2020 (the “Revolver”). The proceeds from the Term Loans and draws on the Revolver were used to repay SBI’s then-existing senior term credit facility, repay SBI’s outstanding 6.75% senior notes due 2020 (the “6.75% Notes”), repay and replace SBI’s then-existing asset based revolving loan facility, and to pay fees and expenses in connection with the refinancing and for general corporate purposes.
The Term Loans and Revolver are subject to variable interest rates, (i) the USD Term Loan is subject to either adjusted International Exchange London Interbank Offered Rate (“LIBOR”), subject to a 0.75% floor, plus 3.0% per annum, or base rate plus 2.0% per annum, (ii) the CAD Term Loan is subject to either Canadian Dollar Offered Rate (“CDOR”), subject to a 0.75% floor plus 3.5% per annum, or base rate plus 2.5% per annum, (iii) the Euro Term Loan is subject to either Euro Interbank Offered Rate (“EURIBOR”), subject to a 0.75% floor, plus 2.75% per annum, with no base rate option available and (iv) the Revolver is subject to either adjusted LIBOR plus 3.0% per annum, or base rate plus 2.0% per annum.

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