UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 15, 2012
HARBINGER GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-4219
(Commission File No.)
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74-1339132
(IRS Employer
Identification No.)
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450 Park Avenue, 27th Floor,
New York, New York 10022
(Address of principal executive offices)
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(212) 906-8555
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On March 15, 2012, Spectrum Brands, Inc. (“Spectrum”), a majority indirectly-owned subsidiary of Harbinger Group Inc. (“HGI”), issued a press release announcing that it had entered into a purchase agreement with the initial purchasers named therein. The initial purchasers have agreed to purchase, and Spectrum has agreed to sell, $300 million aggregate principal amount of its 6.750% Senior Notes due 2020 (the “6.75% Notes”). The 6.75% Notes were priced at 100.00% of par with a coupon of 6.750%, plus accrued interest from March 20, 2012.
Spectrum disclosed in its press release that it intends to use the proceeds of its offering of the 6.75% Notes to pay the consideration for Spectrum's previously disclosed cash tender offer and consent solicitation (the “Tender Offer and Consent Solicitation”) with respect to any and all of Spectrum’s outstanding 12% Senior Subordinated Toggle Notes due 2019 (the “12% Notes”, and together with the 6.75% Notes, the “SBI Notes”) plus fees and expenses, and, if not all 12% Notes are tendered pursuant to the Tender Offer and Consent Solicitation, to fund the redemption of all 12% Notes remaining outstanding after the completion of the Tender Offer and Consent Solicitation. In addition, Spectrum disclosed in its press release that intends use any remaining proceeds from the Notes offering for general corporate purposes.
Interested parties should read Spectrum’s announcements and public filings regarding the SBI Notes and Tender Offer and Consent Solicitation.
Forward-Looking Statements:
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: The statements contained in this report regarding the SBI Notes and Tender Offer and Consent Solicitation contain forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such forward-looking statements. These statements and other forward-looking statements made from time-to-time by HGI and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of HGI, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, capital market conditions, the risk that HGI may not be successful in identifying any suitable future acquisition opportunities, 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 Annual Report on Form 10-K for fiscal year ended September 30, 2011, and HGI's Quarterly Report on Form 10-Q for the quarterly period ended January 1, 2012, 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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SPECTRUM BRANDS HOLDINGS, INC.
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By:
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/s/ Thomas A. Williams | |
| Name: | Thomas A. Williams | ||
| Title: |
Executive Vice President and Chief Financial Officer
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Dated: March 16, 2012