Harbinger Group Inc.
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SEC Filings

8-K
HRG GROUP, INC. filed this Form 8-K on 08/29/2016
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Item 2.01.
Completion of Acquisition or Disposition of Assets.
On August 23, 2016, HRG Group, Inc. (the “Company”) completed, through its subsidiaries (together, “HGI Energy”), the previously announced sale of Compass Production Partners (“Compass”) to an affiliate of Mountain Capital Management, a newly formed Houston based energy private equity firm (“Mountain Capital”). More specifically, on August 23, 2016, pursuant to the Purchase and Sale Agreement, dated July 1, 2016, HGI Energy sold to Mountain Capital all of its interests in Compass for a cash purchase price of $145.0 million (the “Compass Sale”). The proceeds received by HGI Energy from the Compass Sale were reduced by the outstanding balance of Compass’ existing credit facility of $125.2 million. Following the completion of the Compass Sale, the Company no longer owns, directly or indirectly, any oil and gas properties.
Simultaneously with the completion of the Compass Sale, HGI Energy’s $100.0 million notional aggregate amount of notes held by the Company’s affiliates were canceled and replaced with $92.0 million notional aggregate amount of new notes of HGI Energy (the “Energy Notes Exchange”) and HGI Energy was recapitalized with an equity contribution of $110.0 million to satisfy its future obligations.
Item 9.01
Financial Statements and Exhibits.
 
(a) Financial Statements of Businesses Acquired
Not applicable.

(b) Pro Forma Financial Information
Pursuant to Article 11 of Regulation S-X, filed as Exhibit 99.1 to this report and incorporated herein, are (i) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of June 30, 2016, which present the Sale of Compass, the Energy Note Exchange and the sale by Compass, on December 1, 2015, of its oil and gas interests located in the Holly, Waskom and Danville Fields in East Texas and North Louisiana for a total amount of $153.4 million (such sale together with the Compass Sale and the Energy Note Exchange, the “Energy Transactions”); and (ii) Unaudited Pro Forma Condensed Consolidated Statements of Operations of the Company for the nine months ended June 30, 2016 and for the years ended September 30, 2015, 2014 and 2013, as if the Energy Transactions had occurred on October 1, 2012, and the related notes thereto.

(c) Shell Company Transactions
Not applicable.

(d) Exhibits
Exhibit No.
 
Description
99.1
 
The (i) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of June 30, 2016, as if the Energy Transactions had occurred as of that date, (ii) Unaudited Pro Forma Condensed Consolidated Statements of Operations of the Company for the nine months ended June 30, 2016 and for the years ended September 30, 2015, 2014 and 2013, as if the Energy Transactions had occurred on October 1, 2012, and the related notes thereto.



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