SEC Filings
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| 8-K | |||||||||||||||||||
| HRG GROUP, INC. filed this Form 8-K on 11/21/2016 | |||||||||||||||||||
| Entire Document | |||||||||||||||||||
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On November 17, 2016, HRG Group, Inc. (“HRG” or the “Company”), a holding company that conducts its operations principally through Spectrum Brands Holdings, Inc. (“SPB”; NYSE: SPB), a branded consumer products company, and Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a life insurance and annuity products company, announced that Omar Asali, President, Chief Executive Officer and a director of the Company, plans to leave the Company in the second half of fiscal 2017 to establish a private investment vehicle that will make long term investments in private and public companies. Mr. Asali’s anticipated departure is not as a result of any disagreement with the Company. In connection with the foregoing, on November 17, 2016, the Company and Mr. Asali entered into a Transition Agreement (the “Agreement”). The Agreement provides that Mr. Asali will receive from the Company (i) for the Company’s fiscal 2016, a bonus of $8,000,000 in cash and (ii) for the Company’s fiscal 2017, a bonus for $3,000,000 in cash, on the earlier of March 31, 2017 and the Announcement Date (as defined below), and an additional payment of $3,000,000 (or such higher amount as determined by the Board, the “Transaction Bonus”), if (x) the Company enters into definitive documentation with respect to a Transaction (as defined below), Mr. Asali remains employed through the Announcement Date and shareholder approval of the Transaction contemplated in connection with the Announcement Date is obtained or (y) there is a Specified Event on or prior to the Announcement Date, and within 18 months following such Specified Event the Company enters into definitive documentation, and obtains the required shareholder approvals, with respect to a Transaction. For these purposes, “Announcement Date” means the date on which the Company announces that it has entered into definitive documentation which, if the transactions contemplated thereby were consummated, would result in a sale, merger, change in control or other strategic transaction of or involving the Company and substantially all of its assets (such a transaction, a “Transaction”). Following his separation after a Specified Event and subject to his compliance with terms of the Agreement, Mr. Asali will receive a $500,000 cash payment as severance and COBRA reimbursement for a period of up to 12 months. In addition, Mr. Asali’s options and restricted stock awards, which were scheduled to vest and settle on November 29, 2016, will continue to vest and settle on November 29, 2016 and his options and restricted stock, which were scheduled to vest and settle in November 29, 2017, will vest and settle on the earlier of March 31, 2017, the Announcement Date, a Specified Event or a change in control of the Company. The Agreement provides that Mr. Asali’s last day of employment will be the earliest of the date of his (i) death, (ii) termination for disability, (iii) termination by the Company without cause or the date he resigns for “good reason”, (iv) the Announcement Date (clauses (i) through (iv) each, a “Specified Event”) or (v) termination for cause or resignation without good reason. Mr. Asali will continue to receive payment of his base salary and any unpaid vacation time and unreimbursed business expenses through the date his employment ends. Mr. Asali remains subject to certain non-solicitation restrictions of the Company’s employees for 18 months post-termination of employment and confidentiality provisions indefinitely. The Agreement also contains a customary mutual release of claims.
On November 17, 2016, the Company issued a press release in connection with Mr. Asali’s anticipated departure from the Company and the commencement of a strategic review process for the Company. A copy of such press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of HRG’s filings under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
On November 17, 2016, the Company also announced that its Board of Directors has initiated a process to explore the strategic alternatives available to the Company with a view to maximizing shareholder value. Strategic alternatives may include, but are not limited to, a merger, distribution or other business combination involving the Company or its assets. The Company has not set a definitive schedule to complete its review of strategic alternatives. The Company does not intend to provide any further updates until such time as it has entered into definitive documentation with respect to any strategic transaction. There can be no assurance that this process will result in a transaction, or if a transaction is undertaken as to its terms or timing. | |||||||||||||||||||
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