NEW YORK--(BUSINESS WIRE)--May 29, 2014--
Harbinger Group Inc. (“HGI”; NYSE:HRG) today announced the early tender
results of its previously announced offer (the “Offer”) to exchange a
portion of its outstanding 7.875% Senior Secured Notes due 2019 (the
“Senior Secured Notes”) for up to $350,000,000 aggregate principal
amount (the “Tender Cap”) of new 7.750% Senior Notes due 2022 (the
“Additional Unsecured Notes”).
As of the early tender time of 5:00 pm, New York City time, on
Wednesday, May 28, 2014 (the “Early Tender Time”), $407,299,000 in
aggregate principal amount, or approximately 44 percent, of the
outstanding Senior Secured Notes have been validly tendered and not
withdrawn. As the Offer is oversubscribed, HGI has accepted for exchange
tendered Senior Secured Notes on a prorated basis in the manner
described in HGI’s offering memorandum, dated May 14, 2014, and the
related letter of transmittal (together, the “Offer Documents”). The
approximate proration factor was approximately 78.73%.
Settlement for the Senior Secured Notes accepted for exchange is
expected to be made on Friday, May 30, 2014. On May 30, 2014,
participating holders will receive $1,091.71 principal amount of
Additional Unsecured Notes for each $1,000 principal amount of Senior
Secured Notes accepted by HGI, subject to the Tender Cap, the required
proration discussed above and rounding to accommodate minimum
denominations as set forth in the Offer Documents. Following settlement
on May 30, 2014, HGI is expected to have approximately $604.4 million in
aggregate principal amount of the Senior Secured Notes outstanding and
approximately $550.0 million in aggregate principal amount of its 7.750%
Senior Notes due 2022 outstanding.
“We are extremely pleased to report such a strong participation to this
Offer, which, in conjunction with the consent solicitation, provides HGI
with increased flexibility to execute the previously announced $100
million common stock repurchase program,” said Philip Falcone, Chairman
and Chief Executive Officer of HGI. “These transactions, as well as the
recently completed conversion of HGI preferred stock into common stock,
materially strengthen HGI’s balance sheet, simplify our capital
structure and extend our debt maturity profile.”
D.F. King & Co., Inc. is acting as the Information Agent and the
Exchange Agent for the Offer. Questions regarding the Offer, including
documentation, should be directed to D.F. King & Co., Inc. at (800)
431-9633 (toll-free). HGI has retained Credit Suisse Securities (USA)
LLC as its exclusive financial advisor in connection with the Offer (the
“Financial Advisor”).
While the Offer will expire at 11:59 pm, New York City time, on
Wednesday, June 11, 2014, unless extended or earlier terminated by HGI,
holders who tender Senior Secured Notes after the Early Tender Time will
not have any of their Senior Secured Notes accepted for exchange. HGI
reserves the right to terminate, withdraw, or amend the Offer at any
time subject to applicable law.
None of the representatives, directors, officers or employees of HGI,
any of its subsidiaries or affiliates, the Financial Advisor, the
Information Agent and the Information Agent or Wells Fargo Bank,
National Association, as trustee under the indenture governing the
Senior Secured Notes or the indenture governing the Additional Unsecured
Notes, make any recommendations as to whether or not holders of the
Senior Secured Notes should tender their Senior Secured Notes in the
Offer, and no one has been authorized by any of them to make such
recommendations.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities. The Offer will be made
solely by the Offer Documents. All statements herein regarding the terms
of the Offer are qualified in their entirety by reference to the text of
the Offer Documents. The completion of the Offer is subject to a number
of conditions.
About Harbinger Group Inc.
Harbinger Group Inc. is a diversified holding company. HGI’s principal
operations are conducted through companies that: offer life insurance
and annuity products; offer branded consumer products (such as consumer
batteries, residential locksets, residential builders’ hardware,
faucets, shaving and grooming products, personal care products, small
household appliances, specialty pet supplies, lawn, garden and home pest
control products, personal insect repellents); provide asset-backed
loans; and own energy assets. HGI is principally focused on acquiring
controlling and other equity stakes in businesses across a diversified
range of industries and growing its existing businesses. In addition to
HGI’s intention to acquire controlling equity interests, HGI may also
make investments in debt instruments and acquire minority equity
interests in companies. HGI is headquartered in New York and traded on
the New York Stock Exchange under the symbol HRG. For more information
on HGI, visit: harbingergroupinc.com.
Forward Looking Statements
“Safe Harbor” Statement Under the Private Securities Litigation Reform
Act of 1995: This release contains, and certain oral statements made by
our representatives from time to time may contain, forward-looking
statements, including those statements regarding the transactions
described herein. These statements are based on the beliefs and
assumptions of HGI's management and the management of HGI's subsidiaries
(including target businesses). Generally, forward-looking statements
include information concerning the transactions described herein, other
actions, events, results, strategies and expectations and are generally
identifiable by use of the words “believes,” “expects,” “intends,”
“anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,”
“could,” “might,” or “continues” or similar expressions. Factors that
could cause actual results, events and developments to differ include,
without limitation, the Offer not being consummated, a change in HGI’s
current intention to repurchase its common stock, capital market
conditions, the ability of HGI’s subsidiaries (including, target
businesses following their acquisition) to generate sufficient net
income and cash flows to make upstream cash distributions, HGI and its
subsidiaries ability to identify any suitable future acquisition
opportunities, efficiencies/cost avoidance, cost savings, income and
margins, growth, economies of scale, combined operations, future
economic performance, conditions to, and the timetable for, completing
the integration of financial reporting of acquired or target businesses
with HGI or HGI subsidiaries, completing future acquisitions and
dispositions, litigation, potential and contingent liabilities,
management's plans, changes in regulations, taxes and the risks that may
affect the performance of the operating subsidiaries of HGI and those
factors listed under the caption “Risk Factors” in HGI's most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, filed
with the Securities and Exchange Commission. All forward-looking
statements described herein are qualified by these cautionary statements
and there can be no assurance that the actual results, events or
developments referenced herein will occur or be realized. HGI does not
undertake any obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events
or changes to future operation results.
Source: Harbinger Group Inc.
Investors: Harbinger Group Inc. James Hart, 212-906-8560 Investor
Relations
or Media: Sard
Verbinnen & Co Jamie Tully / David Millar, 212-687-8080
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