Harbinger Group Inc. (“HGI” or the “Company”; NYSE: HRG) announced today that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $500,000,000 aggregate principal amount of 10.625% Senior Secured Notes Due November 15, 2015 (the “Notes”). In connection with the Tender Offer, the Company is also seeking consents (the “Consent Solicitation”) to proposed amendments to the indenture, dated November 15, 2010 (the “Indenture”), which governs the Notes.
The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated December 10, 2012 and the related Consent and Letter of Transmittal (the “Offer to Purchase and Consent Solicitation Materials”).
Information related to the Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The tender offer documents more fully set forth the terms of the Tender Offer and the Consent Solicitation Materials.
|Notes||CUSIP Numbers||Principal Amount Outstanding||Tender Offer Consideration (1)||Consent Payment (1)||Total Consideration (1)(2)|
|10.625% Senior Secured Notesdue November 15, 2015||41146AAB2||$500,000,000||$1,071.81||$20.00||$1,091.81|
|(1)||Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.|
|(2)||Includes the Consent Payment.|
Holders who validly tender their Notes prior to 5:00 p.m., Eastern time, on Friday, December 21, 2012 (the “Early Tender Deadline”) will be eligible to receive total consideration of $1,091.81 per $1,000 principal amount of Notes, which includes a consent payment of $20.00 per $1,000 principal amount of Notes tendered. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration, including the consent payment. A Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent.
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