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HRG > SEC Filings for HRG > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for HARBINGER GROUP INC.

Form 8-K for HARBINGER GROUP INC.


29-May-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On May 29, 2014, Harbinger Group Inc. ("HGI") issued a press release announcing 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"). A copy of the press release is filed with this Current Report as Exhibit 99.1.

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principal amount, or approximately 44%, of the outstanding Senior Secured Notes have been validly tendered and not withdrawn.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.

Upon HGI's acceptance of the Senior Secured Notes validly tendered (and not withdrawn) in the Offer, subject to the terms discussed above, the First Supplemental Indenture, dated as of May 23, 2014, by and between HGI and Wells Fargo Bank, National Association, relating to the indenture governing the Senior Secured Notes shall become operative.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

The following exhibit is being filed with this Current Report on Form 8-K.

Exhibit No. Description

99.1 Press release issued by Harbinger Group Inc. on May 29, 2014.


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