Page 3 of 5 – SEC Filing
This Amendment No. 4 amends the Statement on Schedule 13D first filed with the Securities
and Exchange Commission on March 28, 2014, as amended on July 3, 2014, November 26, 2014 and March 27, 2017 (the 13D), and is filed by Leucadia National Corporation (Leucadia) with respect to
the common stock, par value $0.01 per share (the Common Stock), of HRG Group, Inc. (HRG).
| Item 4. | Purpose of the Transaction. |
The information set forth under Item 6 is incorporated
herein by reference.
| Item 6 | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
As disclosed by HRG in its Form 8-K filed on February 26, 2018, HRG entered into an Agreement and
Plan of Merger (the Merger Agreement) with Spectrum Brands Holdings, Inc., a Delaware corporation (Spectrum) pursuant to which Spectrum will combine with HRG (the Merger).
On February 24, 2018, Leucadia, entered into a voting agreement with HRG (the Leucadia Voting Agreement). The Leucadia
Voting Agreement requires that Leucadia vote its shares of HRG Common Stock to approve the Merger and take certain other actions, including voting against an alternative acquisition proposal or other proposal which would frustrate the purposes, or
prevent, delay or otherwise adversely affect the consummation of the transactions contemplated by the Merger Agreement. The Leucadia Voting Agreement and the obligations thereunder terminate upon (i) the termination of the Merger Agreement in
accordance with its terms, (ii) the date of any Adverse Recommendation Change (as defined in the Merger Agreement) and (iii) certain specified amendments to the Merger Agreement that may be adverse to Leucadia. The Leucadia Voting
Agreement and the obligations thereunder terminate upon the termination of the Merger Agreement in accordance with its terms. Spectrum is an express third party beneficiary of the Leucadia Voting Agreement and no provision of the Leucadia Voting
Agreement may be amended or waived without the prior written consent of Spectrum.
On February 24, 2018, Leucadia entered into a
shareholder agreement with HRG (the Leucadia Shareholder Agreement), which will become effective as of the closing of the Merger. Under the Leucadia Shareholder Agreement, Leucadia has the right to designate one nominee to the
board of directors of HRG, until the earliest of (i) such time as Leucadia and its subsidiaries in the aggregate own less than 10% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) issued and outstanding
immediately after the Merger, (ii) such time as Leucadia and its subsidiaries in the aggregate own less than 5% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) then issued and outstanding, and (iii) the
later of (A) the 60 month anniversary of the Merger and (B) such time as Leucadia and its subsidiaries in the aggregate own less than 10% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) then issued and
outstanding. If at any time following the Merger (i) Leucadia and its subsidiaries in the aggregate own less than 5% of the number of shares of Common Stock (calculated on a fully diluted basis) issued and outstanding immediately after the
Merger, (ii) Leucadia and its subsidiaries in the aggregate own less than 5% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) then issued and outstanding, or (iii) the 60 month anniversary of the Merger has
passed and Leucadia and its subsidiaries in the aggregate at such time own less than 10% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) then issued and outstanding, then the director designated by Leucadia is
required to promptly resign from the board of directors of HRG. Under the Leucadia Shareholder Agreement, Leucadia is subject to certain standstill provisions following the Merger providing that it and its subsidiaries will not, among other things,
(i) acquire equity securities of HRG, if after giving effect to such acquisitions the aggregate HRG Common Stock beneficially owned by Leucadia and its subsidiaries exceeds 15% of the number of shares of HRG Common Stock (calculated on a fully
diluted basis) issued and outstanding, (ii) make, or in any way participate in, any solicitation of proxies to vote any voting securities of HRG, (iii) commence a tender offer or exchange offer for voting securities of HRG without the
prior written consent of the board of HRG, (iv) form or join a group for the purpose of voting, acquiring or disposing of any voting securities of HRG, (v) submit to the board of HRG a written proposal for an acquisition of HRG or make any
public announcement related thereto, or (vi) call a meeting of the stockholders of HRG. The standstill provisions are subject to certain exceptions as set forth in the Leucadia Shareholder Agreement. The standstill provisions cease at such time
as both (i) Leucadia and its subsidiaries no longer in the aggregate own at least 10% of the number of shares of HRG Common Stock (calculated on a fully diluted basis) issued and outstanding immediately after the Merger and (ii) a nominee
of Leucadia is no longer serving on the board of directors of HRG.
At or prior to the closing of the Merger, Leucadia expects to enter
into a registration rights agreement with HRG (the Registration Rights Agreement) to cause HRG to register for resale certain of the Common Shares of HRG owned by Leucadia.
The foregoing summaries of the Leucadia Voting Agreement, the Leucadia Shareholder Agreement and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by the full text of such agreements which are incorporated herein by reference and attached hereto as Exhibits 99.1, 99.2, and 99.3.
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