Harbinger Group Inc.
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SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 11/23/2016
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NOTE 10 - DEBT
Debt as of September 30, 2016 and 2015 consists of the following:
 
 
SBH
 
SB/RH
 
 
2016
 
2015
 
2016
 
2015
(in millions)
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
Term Loan, variable rate, due June 23, 2022
 
$
1,005.5

 
3.6
%
 
$
1,226.9

 
3.9
%
 
$
1,005.5

 
3.6
%
 
$
1,226.9

 
3.8
%
CAD Term Loan, variable rate, due June 23, 2022
 
54.9

 
4.6
%
 
55.7

 
4.4
%
 
54.9

 
4.6
%
 
55.7

 
4.4
%
Euro Term Loan, variable rate, due June 23, 2022
 
63.0

 
3.5
%
 
255.8

 
3.5
%
 
63.0

 
3.5
%
 
255.8

 
3.5
%
4.00% Notes, due October 1, 2026
 
477.0

 
4.0
%
 
—

 
—
%
 
477.0

 
4
%
 
—

 
—
%
5.75% Notes, due July 15, 2025
 
1,000.0

 
5.8
%
 
1,000.0

 
5.8
%
 
1,000.0

 
5.8
%
 
1,000.0

 
5.8
%
6.125% Notes, due December 15, 2024
 
250.0

 
6.1
%
 
250.0

 
6.1
%
 
250.0

 
6.4
%
 
250.0

 
6.1
%
6.375% Notes, due November 15, 2020
 
129.7

 
6.4
%
 
520.0

 
6.4
%
 
129.7

 
6.6
%
 
520.0

 
6.4
%
6.625% Notes, due November 15, 2022
 
570.0

 
6.6
%
 
570.0

 
6.6
%
 
570.0

 
—
%
 
570.0

 
6.6
%
Revolver Facility, variable rate, expiring June 23, 2020
 
—

 
—
%
 
—

 
—
%
 
—

 
9.8
%
 
—

 
—
%
Other notes and obligations
 
16.8

 
9.8
%
 
11.2

 
10.8
%
 
16.8

 
5.5
%
 
45.9

 
4.9
%
Obligations under capital leases
 
114.7

 
5.5
%
 
88.2

 
5.7
%
 
114.7

 
5.5
%
 
88.2

 
5.7
%
Total debt
 
3,681.6

 
 
 
3,977.8

 
 
 
3,681.6

 
 
 
4,012.5

 
 
Unamortized discount on debt
 
(4.5
)
 
 
 
(6.8
)
 
 
 
(4.5
)
 
 
 
(6.8
)
 
 
Debt issuance costs
 
(56.9
)
 
 
 
(65.1
)
 
 
 
(56.9
)
 
 
 
(65.1
)
 
 
Less current portion
 
(164.0
)
 
 
 
(33.8
)
 
 
 
(164.0
)
 
 
 
(68.5
)
 
 
Long-term debt, net of current portion
 
$
3,456.2

 
 
 
$
3,872.1

 
 
 
$
3,456.2

 
 
 
$
3,872.1

 
 
Debt of SB/RH also includes a loan from SBH of $34.7 million as of September 30, 2015. There was no intercompany debt owed by SB/RH as of September 30, 2016.
The Company’s aggregate scheduled maturities of debt and capital lease obligations are as follows:
 
 
SBH
 
SB/RH
(in millions)
 
Capital Lease Obligations
 
Debt
 
Total
 
Capital Lease Obligations
 
Debt
 
Total
2017
 
$
10.0

 
$
154.0

 
$
164.0

 
$
10.0

 
$
154.0

 
$
164.0

2018
 
9.5

 
15.3

 
24.8

 
9.5

 
15.3

 
24.8

2019
 
8.8

 
11.4

 
20.2

 
8.8

 
11.4

 
20.2

2020
 
8.5

 
11.4

 
19.9

 
8.5

 
11.4

 
19.9

2021
 
10.0

 
11.3

 
21.3

 
10.0

 
11.3

 
21.3

Thereafter
 
67.9

 
3,363.5

 
3,431.4

 
67.9

 
3,363.5

 
3,431.4

Long-term debt
 
$
114.7

 
$
3,566.9

 
$
3,681.6

 
$
114.7

 
$
3,566.9

 
$
3,681.6

Term Loans and Revolver Facility
On June 23, 2015, SBI entered into term loan facilities pursuant to a Senior Credit Agreement consisting of (i) a $1,450 million USD Term Loan due June 23, 2022, (ii) a $75 million CAD Term Loan due June 23, 2022 and (iii) a €300 million Euro Term Loan due June 23, 2022, (collectively, “Term Loans”) and (iv) entered into a $500 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 unsecured notes due 2020, 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 LIBOR (International Exchange London Interbank Offered Rate), subject to a 0.75% floor, plus 2.75% to 3.0% per annum, or base rate plus 1.75% to 2.0% per annum, (ii) the CAD Term Loan is subject to either CDOR (Canadian Dollar Offered Rate), 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 EURIBOR (Euro Interbank Offered Rate), 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 2.75% to 3.0% per annum, or base rate plus 1.75% to 2.0% per annum. On October 6, 2016, subsequent to the year ended September 30, 2016, SBI amended the Term Loans reducing the interest rate. The USD Term Loans are subject to either adjusted LIBOR subject to 0.75% floor, plus 2.5% per annum, or base rate plus 1.5% per annum effective the date of the amendment.
Subject to certain mandatory prepayment events, the Term Loans are subject to repayment according to scheduled amortizations, with the final payments of all amounts outstanding, plus accrued and unpaid interest, due at maturity. The Senior Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to

S-31
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