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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

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HRG Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

40434J100

(CUSIP Number)

David N. Brooks –

Secretary, Vice President and General Counsel

c/o Fortress Investment Group LLC

1345 Avenue of the Americas

New York, New York 10105

(212) 798-6100

With copies to:

Andrew D. Garelick, Esq.

Michael J. Schwartz, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square,

New York, NY 10036

(212) 735-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2018

(Date of Event which Requires Filing of this Statement)

*	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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This Amendment No. 6 (this “Amendment”) amends the Schedule 13D, filed on May 23, 2011 (File No. 005-19362), as amended by Amendment No. 1 filed on August 12, 2011, Amendment No. 2 filed on February 14, 2014, Amendment No. 3 filed on May 19, 2014, Amendment No. 4 filed on February 23, 2015 and Amendment No. 5 filed on July 26, 2017 (as amended from time to time, the “Amended Schedule 13D”), and relates to shares of common stock, $0.01 par value per share (“Common Stock”), of HRG Group, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Amended Schedule 13D.

Items 2(a), 2(b), 2(c) and 2(f) are hereby amended as follows:

This Schedule 13D is being filed jointly by the following persons (the “Reporting Persons”):

(1) CF Turul LLC, a Delaware limited liability company (“CF Turul”);

(2) Fortress Credit Opportunities Advisors LLC, a Delaware limited liability company (“FCOA”);

(3) Fortress Credit Opportunities MA Advisors LLC, a Delaware limited liability company;

(4) Fortress Credit Opportunities MA II Advisors LLC, a Delaware limited liability company;

(5) FCO MA LSS Advisors LLC, a Delaware limited liability company;

(6) Fortress Credit Opportunities MA Maple Leaf Advisors LLC, a Delaware limited liability company;

(7) Fortress Global Opportunities (Yen) Advisors LLC, a Delaware limited liability company;

(8) Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company;

(9) Fortress Special Opportunities Advisors LLC, a Delaware limited liability company;

(10) FIG LLC, a Delaware limited liability company (“FIG LLC”);

(11) Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”);

(12) FIG Corp., a Delaware corporation (“FIG Corp.”);

(13) Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”);

(14) Constantine M. Dakolias; and

(15) Peter L. Briger, Jr.

Set forth in Annex A attached hereto is a listing of the directors and executive officers of persons that may be deemed to control the Reporting Persons (collectively, the “Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Unless otherwise specified in Annex A, each of the Covered Persons is a United States citizen.

Pursuant to a joint investment committee agreement (the “JIC Agreement”) among Fortress, FIG Corp., FOE I, Constantine M. Dakolias and certain other individuals, including Peter L. Briger, Jr. (collectively, the “JIC Parties”), the JIC Parties have agreed that Messrs. Dakolias and Briger (each, a “Committee Member”) have all

voting authority over the shares of Common Stock that are or may be deemed to be beneficially owned by each of the Reporting Persons. Each of the Committee Members is a United States Citizen. The principal occupation of each of the Committee Members is serving as investment professionals. The principal office of each of the Committee Members is located at 1345 Avenue of the Americas, 46th Floor, New York, New York 10105.

Item 4 is hereby supplemented by the addition of the following:

On February 24, 2018, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer, and HRG SPV Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer.  Among other things, the Merger Agreement contemplates one or more mergers involving certain of the Issuer’s subsidiaries (collectively, the “Merger”), a new composition of the Issuer’s board of directors that does not include an appointee of CF Turul, and the amendment and restatement of the Issuer’s certificate of incorporation (the “Amended HRG Charter”).  The Amended HRG Charter would, among other things, change the Issuer’s corporate name to “Spectrum Brands Holdings, Inc.”, effect a reverse stock split involving the Common Stock (the “Reverse Split”), and generally retain transfer restrictions present in the Issuer’s existing certificate of incorporation. However, the Amended HRG Charter would except from those restrictions certain transfers by (i) Leucadia National Corporation (“Leucadia”) and its affiliates and stockholders and (ii) CF Turul and its affiliates and ultimate owners.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to: (i) the description contained in the Current Report on Form 8-K filed by the Issuer on February 26, 2018, which also contains a description of additional agreements entered into by the Issuer in connection with the Merger Agreement and the transactions contemplated by such additional agreements; and (ii) the full text of the Merger Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

The responses set forth in Item 6 are incorporated herein by reference.

 

Items 5(a) and 5(b) are hereby supplemented by the addition of the following:

CF Turul continues to hold 32,994,740 shares of Common Stock and one share of Preferred Stock. As of the date hereof, CF Turul may be deemed to beneficially own approximately 16.4% of the Issuer’s Common Stock. Such disclosure is based on 201,842,876 shares of Common Stock outstanding as of February 6, 2018, as reported in the Issuer’s Form 10-Q filed on February 9, 2018. Each of the Reporting Persons may be deemed to be a beneficial owner of the shares owned by CF Turul.

Item 6 is hereby supplemented by the addition of the following:

Concurrently with the execution and delivery of the Merger Agreement, CF Turul entered into a voting agreement with the Issuer (the “Fortress Voting Agreement”) that, among other things, requires that CF Turul (i) vote or exercise its right to consent with respect to its share of Preferred Stock and all Common Stock to approve the Amended HRG Charter 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 and (ii) refrain from commencing, and take reasonable actions to opt out of, certain litigation related to the Merger Agreement and the Fortress Voting Agreement. The

Fortress Voting Agreement also contains a customary lockup with respect to CF Turul’s Preferred Stock and Common Stock.  In addition, the Fortress Voting Agreement requires that, following the consummation of the Merger, the Issuer keep CF Turul reasonably informed of certain potential repurchases and refrain from certain potential repurchases (“Issuer Post-Merger  Obligations”).  The Fortress Voting Agreement and the obligations thereunder (other than the Issuer Post-Merger Obligations, which survives until a later specified expiration) 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 CF Turul. The Fortress Voting Agreement furthermore includes CF Turul’s covenant to transfer to the Issuer, effective immediately prior to but conditioned upon the filing of the Amended HRG Charter and the effectiveness of the Reverse Split, and for no additional consideration, its share of Preferred Stock (the “Preferred Stock  Transfer”), which in turn will terminate all rights corresponding to such share of Preferred Stock in the Issuer’s organizational documents. Spectrum is an express third party beneficiary of the Fortress Voting Agreement and no provision of the Fortress Voting Agreement may be amended or waived without the prior written consent of Spectrum.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

At or prior to the closing of the Mergers, the Issuer, CF Turul and Leucadia will execute a registration rights agreement substantially in the form attached as Exhibit E to the Merger Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the combined company will agree to file within 30 days following the closing of the Merger a shelf registration statement and keep such shelf registration statement effective so long as CF Turul and Leucadia (and their permitted assigns) own Registrable Securities (as defined in the Registration Rights Agreement). In addition, CF Turul and Leucadia (and their permitted assigns) will be able to cause the combined company to undertake two underwritten take downs of the shelf registration statement. The Registration Rights Agreement will also grant certain customary piggyback rights for CF Turul and Leucadia (and their permitted assigns). The Registration Rights Agreement will allow CF Turul and Leucadia (and their affiliates) to transfer their registration rights to, among others, certain permitted transferees, including to affiliates of CF Turul and Leucadia, respectively, and to persons advised by CF Turul or Leucadia, respectively (so long as the decision-making control with respect to such interests remains after such transfer with CF Turul or Leucadia, respectively), and in certain circumstances, to the direct or indirect members, shareholders, general or limited partners, or other equityholders of CF Turul and Leucadia.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Upon the consummation of the Preferred Stock Transfer, CF Turul’s rights under the Certificate of Designation for the Series A Participating Preferred Common Stock, as amended, including, without limitation, the right to appoint a director of the Issuer pursuant to Section 7 thereof, shall terminate.

The following documents are filed as exhibits:

 

SIGNATURES

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.

Date: February 28, 2018

 

 

 

 

 

 

 

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF CF TURUL LLC

 

The name and principal occupation of the each of the directors and executive officers of CF Turul LLC (“CF Turul”) are listed below. The principal business address of each of the directors and executive officers of CF Turul LLC is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE INVESTMENT ADVISORS

 

The following entities are investment advisors to one or more of the Fortress-managed funds that own the membership interests in CF Turul: Fortress Credit Opportunities MA Advisors LLC, Fortress Credit Opportunities MA II Advisors LLC, FCO MA LSS Advisors LLC, Fortress Credit Opportunities MA Maple Leaf Advisors LLC, Fortress Global Opportunities (Yen) Advisors LLC, Drawbridge Special Opportunities Advisors LLC and Fortress Special Opportunities Advisors LLC (the “Investment Advisors”).

 

The name and principal occupation of the each director and executive officer of the Investment Advisors is below. The principal business address of each director and executive officer is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF
FORTRESS OPERATING ENTITY I LP

 

The name and principal occupation of the each of the directors and executive officers are listed below. The principal business address of each of the directors and executive officers is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF FIG LLC

 

FIG LLC (“FIG LLC”) is the sole member of each of the Investment Advisors. The name and principal occupation of the each of the directors and executive officers of FIG LLC are listed below. The principal business address of each of the directors and executive officers of FIG LLC is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

 

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF FIG CORP.

 

FIG Corp. is the general partner of Fortress Operating Entity I LP, which is the sole managing member of Hybrid. The name and principal occupation of each of the directors and executive officers of FIG Corp. are listed below. The principal business address of each of the directors and executive officers of FIG Corp. is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

 

  

DIRECTORS AND EXECUTIVE OFFICERS OF FORTRESS INVESTMENT GROUP LLC

 

The name and principal occupation of each of the directors and executive officers of Fortress Investment Group LLC (“Fortress”), the holder of all of the issued and outstanding shares of FIG Corp. (“FIG Corp.”), are listed below. Unless indicated otherwise below, the principal business address of each of the directors and executive officers of Fortress Investment Group LLC is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.