Attached files
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8-K - FORM 8-K - Spectrum Brands Holdings, Inc. | y88640e8vk.htm |
EX-99.7 - EX-99.7 - Spectrum Brands Holdings, Inc. | y88640exv99w7.htm |
EX-99.4 - EX-99.4 - Spectrum Brands Holdings, Inc. | y88640exv99w4.htm |
EX-16.1 - EX-16.1 - Spectrum Brands Holdings, Inc. | y88640exv16w1.htm |
EX-99.2 - EX-99.2 - Spectrum Brands Holdings, Inc. | y88640exv99w2.htm |
EX-99.6 - EX-99.6 - Spectrum Brands Holdings, Inc. | y88640exv99w6.htm |
EX-99.5 - EX-99.5 - Spectrum Brands Holdings, Inc. | y88640exv99w5.htm |
EX-99.3 - EX-99.3 - Spectrum Brands Holdings, Inc. | y88640exv99w3.htm |
EX-99.1 - EX-99.1 - Spectrum Brands Holdings, Inc. | y88640exv99w1.htm |
EX-99.8 - EX-99.8 - Spectrum Brands Holdings, Inc. | y88640exv99w8.htm |
Exhibit 99.9
For Immediate Release:
HARBINGER GROUP INC. COMPLETES SPECTRUM BRANDS SHARE EXCHANGE
WITH HARBINGER CAPITAL PARTNERS
WITH HARBINGER CAPITAL PARTNERS
NEW YORK (January 7, 2011) Harbinger
Group Inc. (HGI; NYSE: HRG) today
announced the consummation of the transactions contemplated by the Contribution and Exchange
Agreement entered into on September 10, 2010, between HGI and Harbinger Capital Partners Master
Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities
Breakaway Ltd. (collectively, the Harbinger Parties), whereby HGI obtained a majority interest in
global consumer products company Spectrum Brands Holdings, Inc. (Spectrum Brands; NYSE: SPB) from
the Harbinger Parties in exchange for newly issued shares of HGI common stock (the Spectrum
Transaction).
HGI is a publicly-traded holding company in which, giving effect to the Spectrum Transaction,
the Harbinger Parties collectively hold approximately 93% of the outstanding common stock. HGI
received approximately 54.4% of the outstanding Spectrum Brands common stock from the Harbinger
Parties in the Spectrum Transaction. Spectrum Brands continues as a stand-alone publicly-traded
company, and the Spectrum Transaction has no impact on its credit profile or financial position.
On November 15, 2010, HGI completed its offering of $350.0 million aggregate principal amount
of 10.625% senior secured notes due 2015 (the Notes). The proceeds of the offering were escrowed
pending consummation of the Spectrum Transaction and have been
released from escrow to HGI. HGI intends to use the net proceeds from the
offering for general corporate purposes, which may include acquisitions and other investments
Including these proceeds, the pro forma combined value of HGIs cash, cash equivalents and
short-term investments as of September 30, 2010 would be approximately $468 million.
Philip Falcone, CEO of Harbinger Capital Partners LLC and of HGI, said, Harbinger Group
Inc.s controlling interest in Spectrum Brands underscores our long-term commitment to this
business, and we are confident in the growth and cash flow generation potential of its
market-leading consumer brands. This transaction marks the first step in HGIs strategy to acquire
significant equity stakes in businesses across a diversified range of industries. Combined with
HGIs successful recent capital raise and resulting liquidity strength, HGI is well positioned to
pursue further strategic opportunities.
Change in Fiscal Year
In connection with the consummation of the Spectrum Transaction, HGI has changed its fiscal
year end from December 31 to September 30 to conform to the fiscal year end of Spectrum Brands.
HGI
will file an annual report on Form 10-K for its fiscal year ended
December 31, 2010. As a result of the Spectrum Transaction and the change in HGIs fiscal year, HGIs
next quarterly report on Form 10-Q will be for the six months ended
April 3, 2011, which will reflect the combination of HGI and Spectrum
Brands retrospectively to the beginning of that six-month period. HGIs remaining
reporting periods for 2011 are expected to end on April 3, 2011, July 3, 2011 and September 30, 2011.
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About Harbinger Group Inc.
Harbinger Group Inc. (HGI; NYSE:HRG) is a holding company that seeks to acquire significant
interests in businesses across a diverse range of industries and bring an owners perspective to
building long-term value for stockholders. As of September 30, 2010 on a pro forma basis, HGI has
approximately $468 million in consolidated cash, cash equivalents and short-term investments,
reflecting the issuance of the Notes. A majority of HGIs outstanding common stock is owned by
investment funds affiliated with Harbinger Capital Partners LLC. HGI makes certain reports
available free of charge on its website at http://www.harbingergroupinc.com as soon as
reasonably practicable after this information is electronically filed, or furnished to, the United
States Securities and Exchange Commission.
About Harbinger Capital Partners
Harbinger Capital Partners is a multi-billion dollar private investment fund based in New York.
The firm was founded in 2001 and employs a fundamental approach to deep value and distressed credit
investing. Harbinger Capital Partners is led by Philip A. Falcone, its Chief Executive Officer, who
has more than 20 years of investment experience across an array of market cycles.
About Spectrum Brands Holdings, Inc.
Spectrum
Brands Holdings, Inc., a member of the Russell 2000 Index, is a global consumer products
company and a leading supplier of batteries, shaving and grooming products, personal care products,
small household appliances, specialty pet supplies, lawn & garden and home pest control products,
personal insect repellents and portable lighting. Helping to meet the needs of consumers worldwide,
included in its portfolio of widely trusted brands are Rayovac®, Remington®, Varta®, George
Foreman®, Black&Decker Home®, Toastmaster®, Tetra®, Marineland®, Natures Miracle®, Dingo®,
8-in-1®, Littermaid®, Spectracide®, Cutter®, Repel®, and HotShot®. Spectrum Brands Holdings
products are sold by the worlds top 25 retailers and are available in more than one million stores
in more than 120 countries around the world. Spectrum Brands Holdings generated net sales of $3.1
billion from continuing operations in fiscal 2010. For more information, visit
www.spectrumbrands.com.
For more information, please contact:
APCO Worldwide
Jeff Zelkowitz, 646-218-8744
Jeff Zelkowitz, 646-218-8744
or
Harbinger Group Inc.
Francis T. McCarron, CFO, 212-906-8560
Francis T. McCarron, CFO, 212-906-8560
# # #
Safe
Harbor Statement Under the Private Securities Litigation Reform
Act of 1995: Some of the statements
contained in this press release may be forward-looking statements
based upon managements current expectations that are subject to risks, and uncertainties that
could cause actual results, events and developments to differ materially from
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those set forth in or
implied by such forward-looking statements. These statements and other forward-looking statements made
from time-to-time by Harbinger Group Inc. (the Company) and its representatives are based upon
certain assumptions and describe future plans, strategies and expectations of the Company, 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 the Company may not be
successful in identifying any suitable future acquisition opportunities and those factors listed
under the caption Risk Factors in the Companys most recently filed Annual Report on Form 10-K,
as well as in the Companys most recently filed Quarterly Report on Form 10-Q. 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. The Company 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.
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