Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 11/23/2016
Entire Document
 << Previous Page | Next Page >>

Acquisition and Integration Costs
The following table summarizes acquisition and integration related charges incurred by the Company for Fiscal 2016, 2015 and 2014:
 
Fiscal
 
2016
 
2015
 
2014
Armored AutoGroup
$
14.6

 
$
21.8

 
$
—

HHI Business
13.3

 
12.0

 
11.1

European IAMS and Eukanuba
3.5

 
9.3

 
—

Salix
2.1

 
10.7

 
—

Other
3.8

 
7.3

 
13.3

Total acquisition and integration related charges
$
37.3

 
$
61.1

 
$
24.4


(4) Divestitures
The following table summarizes the components of “(Loss) income from discontinued operations, net of tax” in the accompanying Consolidated Statements of Operations at Fiscal 2016, 2015 and 2014:
 
 
Fiscal
 
 
2016
 
2015
 
2014
(Loss) income from discontinued operations, net of tax attributable to FGL
 
$
(265.1
)
 
$
147.1

 
$
155.0

Income (loss) from discontinued operations, net of tax attributable to Compass
 
40.8

 
(368.6
)
 
(67.7
)
(Loss) income from discontinued operations, net of tax
 
$
(224.3
)
 
$
(221.5
)
 
$
87.3

FGL Merger Agreement
On November 8, 2015, FGL, Anbang, AB Infinity, and Merger Sub entered into the FGL Merger Agreement, which was amended by the parties on November 3, 2016. Pursuant to the FGL Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into FGL, with FGL continuing as the surviving entity, which will become a direct, wholly-owned subsidiary of AB Infinity and an indirect, wholly-owned subsidiary of Anbang. Pursuant to the FGL Merger Agreement, at the effective time of the FGL Merger, each issued and outstanding share of FGL common stock, subject to certain exceptions, will be canceled and converted automatically into the right to receive $26.80 per share in cash, without interest.
The completion of the FGL Merger is subject to the satisfaction of a number of closing conditions, including the receipt of regulatory approvals from the Iowa Insurance Division, New York Department of Financial Services, Vermont Department of Financial Regulation, China Insurance Regulatory Commission, and the Committee on Foreign Investment in the United States (“CFIUS”).
Anbang continues to work on securing the remaining required regulatory approvals and the parties are committed to securing such approvals, however, the closing of the FGL Merger, and the timing thereof, is subject to the regulatory review and approval process, none of which can be assured. In the event that the FGL Merger Agreement is terminated, under specified circumstances, FGL may be required to pay a termination fee to Anbang and its subsidiaries of $51.5.

F-32
 << Previous Page | Next Page >>