eh1401314_13da25-hrg.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 29)
HRG GROUP, INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
41146A106
(CUSIP Number)
PHILIP FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 3, 2015
(Date of Event which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 41146A106
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SC 13D |
Page 2 of 11
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Master Fund I, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
22,980,813
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
22,980,813
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,980,813
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
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x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 3 of 11
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
22,980,813
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
22,980,813
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,980,813
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
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x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 4 of 11
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
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x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
PN
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 5 of 11
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners II GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
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x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 6 of 11
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1
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NAME OF REPORTING PERSON
Harbinger Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
22,980,813
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
22,980,813
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,980,813
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
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x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 7 of 11
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1
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NAME OF REPORTING PERSON
Philip Falcone
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
|
SOLE VOTING POWER
0
|
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8
|
SHARED VOTING POWER
22,980,813
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
22,980,813
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,980,813
|
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (*)
|
x |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% (*)
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14
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TYPE OF REPORTING PERSON
IN
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(*) See Item 3 of this Schedule 13D for a description of the shares excluded from row 11 above.
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CUSIP No. 41146A106
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SC 13D |
Page 8 of 11
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Item 1. Security and Issuer.
This Amendment No. 29 to Schedule 13D (“Amendment No. 29”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 19, 2009, as amended by Amendment No. 1, filed on July 13, 2009, Amendment No. 2, filed on November 4, 2009, Amendment No. 3, filed on August 17, 2010, Amendment No. 4, filed on September 15, 2010, Amendment No. 5, filed on January 12, 2011, Amendment No. 6, filed on March 10, 2011, Amendment No. 7, filed on May 16, 2011, Amendment No. 8, filed on May 23, 2011, Amendment No. 9, filed on February 1, 2012, Amendment No. 10, filed on March 14, 2012, Amendment No. 11, filed on June 18, 2012, Amendment No. 12, filed on December 14, 2013, Amendment No. 13 filed on December 19, 2012, Amendment No. 14 filed on January 16, 2013, Amendment No. 15 filed on June 3, 2013, Amendment No. 16 filed on August 14, 2013, Amendment No. 17 filed on September 20, 2013, Amendment No. 18 filed on September 27, 2013, Amendment No. 19 filed on February 6, 2014, Amendment No. 20 filed on February 18, 2014, Amendment No. 21 filed on March 18, 2014, Amendment No. 22 filed on April 1, 2014, Amendment No. 23 filed on July 3, 2014, Amendment No. 24 filed on August 14, 2014, Amendment No. 25 filed on December 10, 2014, Amendment No. 26 filed on May 27, 2015, Amendment No. 27 filed on July 2, 2015 and Amendment No. 28 filed on July 10, 2015 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of HRG Group, Inc. (f/k/a Harbinger Group Inc.) (the “Issuer”), whose principal executive offices are located at 450 Park Avenue, 29th Floor, New York, New York 10022.
Item 2. Identity and Background.
As a result of the current status of the liquidation proceedings for Breakaway LP described in Amendment No. 25 to the Schedule 13D filed on December 10, 2014 and the termination of the investment management agreement relating to Breakaway LP, Breakaway LP is no longer a Reporting Person for purposes of the Schedule 13D and the current Reporting Persons no longer have any sole or shared power to vote or direct the vote, or sole or shared power to dispose of, or direct the disposition of, any of the Shares owned by Breakaway LP. As a result of the foregoing, HCP II and HCP II GP no longer beneficially own any Shares and will no longer be Reporting Persons for purposes of the Schedule 13D following this filing.
As reported in Amendment No. 28 to the Schedule 13D filed on July 10, 2015, Special Fund, HCPSS and Breakaway MM no longer beneficially own any Shares and as a result are no longer Reporting Persons for purposes of the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
“As of the date hereof the Master Fund may be deemed to beneficially own 22,980,813 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 22,980,813 Shares.
As of the date hereof HCP II may be deemed to beneficially own 0 Shares.
As of the date hereof HCP II GP may be deemed to beneficially own 0 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own 22,980,813 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 22,980,813 Shares.
The Shares reported as beneficially owned by the Reporting Persons do not include the Shares that Mr. Philip Falcone may acquire pursuant to a warrant grant (the “Warrant”) made to Mr. Falcone under the Harbinger Group Inc. 2014 Warrant Award Plan (the “2014 Plan”). As previously disclosed by the Issuer, at the Issuer’s Annual Stockholders Meeting held on May 30, 2014, the stockholders of the Issuer approved the 2014 Plan, which made effective the Warrant grant made to Mr. Philip Falcone to purchase up to 3,000,000 Shares at a per Share exercise price of $13.25, which was the per Share exercise price equal to 105% of the closing price of Shares on the date of grant. Except as otherwise provided in the Warrant grant documents, the warrants will expire on March 10, 2019 and will vest in five equal tranches over the five years, with 20% having vested on each of May 30, 2014 and March 10, 2015 and an additional 20% vesting on each of March 10, 2016, 2017 and 2018. Pursuant to the Separation Agreement (as defined below), the Warrant will continue to vest on the schedule described above as if Mr. Falcone remained employed with the Issuer through each applicable vesting date.”
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CUSIP No. 41146A106
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SC 13D |
Page 9 of 11
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Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 are amended and restated in their entirety with the following:
“References to the percentage ownership of Shares in this Schedule 13D is based on the 201,360,586 Shares stated to be outstanding as of August 3, 2015 by the Issuer in its quarterly report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 6, 2015.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 22,980,813 Shares, constituting 11.4% of the Shares.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,980,813 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 22,980,813 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 22,980,813 Shares, constituting 11.4% of the Shares.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,980,813 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 22,980,813 Shares.
Harbinger LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
HCP II specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
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CUSIP No. 41146A106
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SC 13D |
Page 10 of 11
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HCP II GP specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 22,980,813 Shares, constituting 11.4% of the Shares.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,980,813 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 22,980,813 Shares.
Harbinger Holdings specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 22,980,813 Shares, constituting 11.4% of the Shares.
Without giving effect to Shares that Mr. Falcone may acquire upon the exercise of the Warrant, as of the date hereof, Mr. Falcone may be deemed to (i) be the beneficial owner of 22,980,813 Shares, constituting 11.4% of the Shares; and (ii) have sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,980,813 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 22,980,813 Shares. See Item 3 hereof for a description of the Shares that Mr. Falcone may deemed to beneficially own pursuant to the terms of the Warrant.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent he actually exercises voting or dispositive power with respect to such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No Material Change.
Item 7. Material to be Filed as Exhibits.
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Exhibit A: |
Joint Filing Agreement |
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CUSIP No. 41146A106
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SC 13D |
Page 11 of 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
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By:
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Harbinger Capital Partners LLC
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS LLC
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS II LP
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By:
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Harbinger Capital Partners II GP LLC, General Partner
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS II GP LLC
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER HOLDINGS, LLC
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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/s/ Philip Falcone
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Philip Falcone
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September 9, 2015
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of HRG Group, Inc., is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
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By:
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Harbinger Capital Partners LLC
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS LLC
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By:
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Harbinger Holdings, LLC, Manager
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS II LP
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By:
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Harbinger Capital Partners II GP LLC, General Partner
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER CAPITAL PARTNERS II GP LLC
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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HARBINGER HOLDINGS, LLC
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By:
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/s/ Philip Falcone
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Name: Philip Falcone
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Title: Managing Member
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/s/ Philip Falcone
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Philip Falcone
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A-1