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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Financial Reports
(a)
Whether or not HRG is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, HRG must provide the trustee and noteholders with, or electronically file with the Commission, within the time periods specified in those sections
(1)
all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if HRG were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by HRG’s certified independent accountants, and
(2)
all current reports that would be required to be filed with the Commission on Form 8-K if HRG were required to file such reports.
In addition, whether or not required by the Commission, HRG will, if the Commission will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations. In addition, HRG will make the information and reports available to securities analysts and prospective investors upon request.
For so long as any of the notes remain outstanding and constitute “restricted securities” under Rule 144, HRG will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report required by this covenant shall be deemed cured (and HRG shall be deemed to be in compliance with this covenant) upon furnishing or filing such report or certification as contemplated by this covenant (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the holders under “Default and Remedies” if the principal, premium, if any, and accrued interest, (including Additional Interest, if any), have been accelerated in accordance with the terms of the Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
Delivery of such reports, information and documents to the trustee is for informational purposes only and the trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including HRG’s and the Guarantors’ compliance with any of the covenants under the Indenture (as to which the trustee is entitled to rely exclusively on officers’ certificates).
Reports to Trustee
HRG will deliver to the trustee:
(1)
within 120 days after the end of each fiscal year a certificate stating that HRG has fulfilled its obligations under the Indenture or, if there has been a Default, specifying the Default and its nature and status; and
(2)
as soon as reasonably possible and in any event within 30 days after HRG becomes aware or should reasonably become aware of the occurrence of a Default, an officers’ certificate setting forth the details of the Default, and the action which HRG proposes to take with respect thereto.
No Investment Company Registration
Neither HRG nor any Guarantor will register, or be required to register, as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Consolidation, Merger or Sale of Assets
HRG
(a)
HRG will not
consolidate with or merge with or into any Person, or
sell, convey, transfer or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or
permit any Person to merge with or into HRG,
unless:
(1)
either (x) HRG is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of HRG under the Indenture and the notes and the registration rights agreement;
(2)
immediately after giving effect to the transaction, no Default has occurred and is continuing;

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