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 >>

The Company performed a valuation of the assets acquired and liabilities assumed at October 31, 2014. A summary of key inputs is as follows:
Funds withheld receivables - The fair value of the funds withheld assets was based on the fair values of the securities in the underlying funds withheld portfolio held in trust by the cedant.
Insurance reserves - The fair value of insurance reserves was determined based on a discounted cash flow model, which included assumptions related to future premium rates and benefit costs, including assumptions for lapse, mortality, maintenance expense and a margin for potential adverse deviations. The discount rate was based on prevailing risk free rates adjusted for credit spreads and expected return on capital.

(4) Divestitures
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.
At September 30, 2016, the Company determined that its ownership interest in FGL met the criteria established by ASC 360 to classify it as held for sale. The following table summarizes the major categories of assets and liabilities of FGL classified as held for sale in the accompanying Consolidated Balance Sheets at September 30, 2016 and 2015:
 
September 30, 2016
 
September 30, 2015
Assets
 
 
 
Investments, including loans and receivables from affiliates
$
21,140.9

 
$
19,206.7

Cash and cash equivalents
863.9

 
501.8

Accrued investment income
213.7

 
191.2

Reinsurance recoverable
3,463.9

 
3,578.7

Deferred tax assets
—

 
189.1

Properties, plant and equipment, net
18.5

 
14.4

Deferred acquisition costs and value of business acquired, net
1,065.5

 
1,048.6

Other assets
335.1

 
246.0

Write-down of assets of business held for sale to fair value less cost to sell
(362.8
)
 
—

Total assets of business held for sale
$
26,738.7

 
$
24,976.5

Liabilities
 
 
 
Insurance reserves
$
23,944.6

 
$
22,560.1

Debt
398.8

 
295.9

Accounts payable and other current liabilities
57.0

 
43.7

Deferred tax liabilities
9.9

 
—

Other liabilities
689.9

 
518.8

Total liabilities of business held for sale
$
25,100.2

 
$
23,418.5

The balances included in the accompanying Consolidated Balance Sheets and in the table above reflect transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the closing of the FGL Merger. Such transactions are not eliminated to reflect the continuing operations and balances held for sale. As a result, adjustments to the carrying value of certain intercompany assets recorded by FGL, were reversed upon consolidation in the Company’s Consolidated Financial Statements.

S-73
 << Previous Page | Next Page >>