Item 8.01 Other Events.

As previously reported, Harbinger Group Inc., a Delaware corporation ("HGI"), entered into an underwriting agreement, dated December 13, 2012 (the "Underwriting Agreement"), with Jefferies & Company, Inc., as representative of the several underwriters named therein (collectively, the "Underwriters"), and Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd. (collectively, the "Selling Stockholders") in connection with the sale by the Selling Stockholders (the "Offering") of an aggregate of 20,000,000 shares of HGI's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $7.50 per share (the "Public Offering Price"). Pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase an aggregate of up to an additional 3,000,000 shares of Common Stock (the "Option Stock"), at the Public Offering Price.

On January 11, 2013, the Underwriters exercised their option to purchase all of the Option Stock from the Selling Stockholders, and the sale of the Option Stock was completed on January 16, 2013. HGI did not sell any shares in the Offering and will not receive any of the proceeds from the sale of the Common Stock by the Selling Stockholders.

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