UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 10, 2012
HARBINGER GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-4219 | 74-1339132 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 450 Park Avenue, 27th Floor, New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
Tender Offer and Consent Solicitation
On December 10, 2012, Harbinger Group Inc. (“HGI”) announced that it launched a cash tender offer for any and all of its outstanding 10.625% senior secured notes due 2015 (the “2015 Notes”). In connection with the tender offer, HGI is also soliciting consents to proposed amendments to the indenture governing the 2015 Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Notes Offering
On December 10, 2012, HGI also announced its intent to offer $650.0 million aggregate principal amount of senior secured notes (the “New Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 |
Press release dated December 10, 2012, related to the Tender Offer and Consent Solicitation | |
| 99.2 |
Press release dated December 10, 2012, related to the New Notes offering | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARBINGER GROUP INC. | ||||||
| Date: December 10, 2012 | By: | /s/ Thomas A. Williams | ||||
| Name: | Thomas A. Williams | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press release dated December 10, 2012, related to the Tender Offer and Consent Solicitation | |
| 99.2 |
Press release dated December 10, 2012, related to the New Notes offering | |