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. 17)
HARBINGER 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 16, 2013
(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 16
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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
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
|
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3
|
SEC USE ONLY
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|
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4
|
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
|
7
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SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
78,319,523
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|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
78,319,523
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,319,523
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55% (*)
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 3 of 16
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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
|
(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
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
78,319,523
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|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
78,319,523
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,319,523
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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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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55% (*)
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|
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 4 of 16
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Special Situations Fund, L.P.
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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
Delaware
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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
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SHARED VOTING POWER
15,746,730
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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
15,746,730
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,746,730
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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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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% (*)
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14
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TYPE OF REPORTING PERSON
PN
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(*) See Item 5 for discussion of calculation of percentage ownership.
(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 5 of 16
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1
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NAME OF REPORTING PERSON
Harbinger Capital Partners Special Situations 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
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
15,746,730
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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
15,746,730
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,746,730
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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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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% (*)
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 6 of 16
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1
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NAME OF REPORTING PERSON
Global Opportunities Breakaway 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
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,093,637
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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
10,093,637
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,093,637
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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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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (*)
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 7 of 16
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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
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
10,093,637
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|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
10,093,637
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,093,637
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (*)
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14
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TYPE OF REPORTING PERSON
PN
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 8 of 16
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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
|
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
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
10,093,637
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|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
10,093,637
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,093,637
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (*)
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 9 of 16
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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
|
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)
|
x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
94,066,253
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
94,066,253
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,066,253
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1% (*)
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14
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TYPE OF REPORTING PERSON
CO
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 10 of 16
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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
|
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)
|
x |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
104,159,890
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|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
104,159,890
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,159,890
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1% (*)
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14
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TYPE OF REPORTING PERSON
IN
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(*) See Item 5 for discussion of calculation of percentage ownership.
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CUSIP No. 41146A106
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SC 13D |
Page 11 of 16
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Item 1. Security and Issuer.
This Amendment No. 17 to Schedule 13D (“Amendment No. 17”) 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, and Amendment No. 15 filed on June 3, 2013, and Amendment No. 16 filed on August 14, 2013 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Harbinger Group Inc. (the “Issuer”), whose principal executive offices are located at 450 Park Avenue, 30th Floor, New York, New York 10022.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety:
“(a-c,f) This Schedule 13D is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”); Harbinger Capital Partners LLC (“Harbinger LLC”), the investment manager of the Master Fund; Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”); Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”), the general partner of the Special Fund; Global Opportunities Breakaway Ltd. (the “Breakaway Fund”); Harbinger Capital Partners II LP (formerly Global Opportunities Breakaway Management, L.P.) (“HCP II”), the investment manager of the Breakaway Fund; Harbinger Capital Partners II GP LLC (formerly Global Opportunities Breakaway Management GP, L.L.C.) (“HCP II GP”), the general partner of HCP II; Harbinger Holdings, LLC (“Harbinger Holdings”), the managing member of Harbinger LLC and HCPSS; and Philip Falcone, the managing member of HCP II GP and Harbinger Holdings and the portfolio manager of the Master Fund, the Special Fund and the Breakaway Fund (each of the Master Fund, Harbinger LLC, Special Fund, HCPSS, Breakaway Fund, HCP II, HCP II GP, Harbinger Holdings and Phillip Falcone may be referred to herein as a “Reporting Person” and collectively may be referred to as “Reporting Persons”; and the Master Fund, the Special Fund and the Breakaway Funds may be referred to as the “HCP Funds”).
The Master Fund is an exempted company organized under the laws of the Cayman Islands with its principal business address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland. The Breakaway Fund is an exempted company organized under the laws of the Cayman Islands with its principal business address at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104. Each of Harbinger LLC, HCPSS, HCP II GP and Harbinger Holdings is a Delaware limited liability company. Each of the Special Fund and HCP II is a Delaware limited partnership. Philip Falcone is a United States citizen. The principal business address for each of Harbinger LLC, the Special Fund, HCPSS, HCP II, HCP II GP, Harbinger Holdings and Philip Falcone is 450 Park Avenue, 30th Floor New York, NY 10022.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Except as disclosed below, none of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
In June 2012, Harbinger LLC settled administrative proceedings regarding compliance with Rule 105 of Regulation M with respect to three offerings. In connection with the settlement, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940, making findings, and imposing remedial sanctions and a cease-and-desist order against Harbinger LLC for three violations of Rule 105. The order censures Harbinger LLC and requires Harbinger LLC to cease and desist from committing or causing any violations and any future violations of Rule 105. Harbinger LLC paid disgorgement, prejudgment interest and a civil monetary penalty in connection with the order. Harbinger LLC consented to the issuance of this order without admitting or denying any of the findings contained therein.
On September 16, 2013, the United States District Court for the Southern District of New York entered a final Judgment (the “Final Judgment”) approving a settlement between the Securities Exchange Commission (“SEC”) and Harbinger LLC, HCPSS, Harbinger Capital Partners Offshore Manager, L.L.C., and Philip Falcone (collectively, the “HCP Parties”), in connection with the two civil actions previously filed against the HCP Parties by the SEC. One civil action alleged that certain HCP Parties violated the anti-fraud provisions of the federal securities laws by engaging in market manipulation in connection with the trading of the debt securities of a particular issuer from 2006 to 2008. The other civil action alleged that certain HCP Parties violated the anti-fraud provisions of the federal securities laws in connection with a loan made by HCPSS to Philip Falcone in October 2009 and alleged further violations in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with, certain fund investors.
The Final Judgment bars and enjoins Mr. Falcone for a period of five years (after which he may seek the consent of the appropriate self-regulatory organization or if none, the SEC to have the bar and injunction lifted) from acting as or being an associated person of any “broker,” “dealer,” “investment adviser,” “municipal securities dealer,” “municipal adviser,” “transfer agent,” or “nationally recognized statistical rating organization,” as those terms are defined in Section 3 of the Securities Exchange Act of 1934 and Section 202 of the Investment Advisers Act of 1940 (such specified entities, collectively, the “Specified Entities”). Under the Final Judgment, Mr. Falcone may continue to own and control the Issuer and serve as its Chief Executive Officer, director and Chairman of the Issuer’s board. However, during the period of the bar, Mr. Falcone may not, other than as a result of his ownership and control of the Issuer, engage in any actions that would result in him being an associated person of certain subsidiaries of the Issuer that are Specified Entities.
During the period of the bar, Philip Falcone may remain associated with Harbinger LLC and other Harbinger LLC related entities, provided that, during such time, Philip Falcone's association must be limited as set forth in the Final Judgment, which requires among other things that the HCP Parties take all actions reasonably necessary to expeditiously satisfy pending or hereafter received redemption requests of investors in certain of the Reporting Persons and other funds managed by the HCP Parties (collectively, the “Subject Funds”), and such steps may include the orderly disposition of the assets of the Subject Funds. In addition, during the bar period, the HCP Parties may not raise new capital or make capital calls from existing fund investors. The settlement requires the HCP Parties to pay disgorgement, prejudgment interest, and civil penalties totaling approximately $18 million. In addition, certain defined activities of the HCP Parties at the Subject Funds, including those described in this paragraph, will be subject to the oversight of an independent monitor, who shall serve for two years.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
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CUSIP No. 41146A106
|
SC 13D |
Page 12 of 16
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Item 4. Purpose of Transaction.
Item 4 is amended by adding the following as the last paragraph thereof:
“See description of Final Judgment in Item 2 above.”
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) 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 142,385,426 Shares believed to be outstanding by the Reporting Persons as of August 23, 2013, which amount does not give effect to the conversion of the Company’s outstanding shares of Series A Participating Preferred Stock (the “Series A Shares”) and Series A-2 Participating Preferred Stock (the “Series A-2 Shares,” and together with the Series A Shares, the “Preferred Stock”) or the limitation on voting by the Preferred Stockholders prior to receipt of certain regulatory approvals (the Preferred Stock may be voted only up to 9.9% of the Shares by any one holder). The Preferred Stock is entitled to vote with the Shares on an as-converted basis on all matters submitted to a vote of the Shares. Each share of Preferred Stock may be converted into Shares based on the applicable conversion price.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 78,319,523 Shares, constituting 55% 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 78,319,523 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 78,319,523 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 78,319,523 Shares, constituting 55% 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 78,319,523 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 78,319,523 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, the Special Fund may be deemed to be the beneficial owner of 15,746,730 Shares, constituting 11.1% of the Shares.
The Special 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 15,746,730 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 15,746,730 Shares.
The Special 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, HCPSS may be deemed to be the beneficial owner of 15,746,730 Shares, constituting 11.1% of the Shares.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 15,746,730 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 15,746,730 Shares.
HCPSS 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.
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CUSIP No. 41146A106
|
SC 13D |
Page 13 of 16
|
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 10,093,637 Shares, constituting 7.1% of the Shares.
The Breakaway 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 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 Shares.
The Breakaway 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, HCP II may be deemed to be the beneficial owner of 10,093,637 Shares, constituting 7.1% 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 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 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 10,093,637 Shares, constituting 7.1% 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 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 Shares.
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 94,066,253 Shares, constituting 66.1% 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 94,066,253 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 94,066,253 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 104,159,890 Shares, constituting 73.1% of the Shares.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 104,159,890 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 104,159,890 Shares.
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.
(c) Since the filing of the last amendment to this Schedule 13D, the only transaction in the Shares by the Reporting Persons was the sale of 1,000,000 Shares at a price of $7.75 per Share on September 6, 2013.”
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CUSIP No. 41146A106
|
SC 13D |
Page 14 of 16
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material changes.
Item 7. Material to be Filed as Exhibits.
|
Exhibit A:
|
Joint Filing Agreement
|
|
CUSIP No. 41146A106
|
SC 13D |
Page 15 of 16
|
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.
|
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
|
|||
|
By:
|
Harbinger Capital Partners LLC
|
||
|
By:
|
Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS LLC
|
|||
|
By:
|
Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
|
|||
|
By:
|
Harbinger Capital Partners Special Situations GP, LLC
|
||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
|
|||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
CUSIP No. 41146A106
|
SC 13D |
Page 16 of 16
|
|
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
|
|||
|
By:
|
Harbinger Capital Partners II LP
|
||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS II LP
|
|||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER HOLDINGS, LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
/s/ Philip Falcone
|
|||
|
Philip Falcone
|
|||
September 19, 2013
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
Exhibit A
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 Harbinger 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.
|
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
|
|||
|
By:
|
Harbinger Capital Partners LLC
|
||
|
By:
|
Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS LLC
|
|||
|
By:
|
Harbinger Holdings, LLC, Manager
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
|
|||
|
By:
|
Harbinger Capital Partners Special Situations GP, LLC
|
||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
|
|||
|
By:
|
Harbinger Holdings, LLC, Managing Member
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
A-1
|
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
|
|||
|
By:
|
Harbinger Capital Partners II LP
|
||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS II LP
|
|||
|
By:
|
Harbinger Capital Partners II GP LLC, General Partner
|
||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER CAPITAL PARTNERS II GP LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
HARBINGER HOLDINGS, LLC
|
|||
|
By:
|
/s/ Philip Falcone
|
||
|
Name: Philip Falcone
|
|||
|
Title: Managing Member
|
|||
|
/s/ Philip Falcone
|
|||
|
Philip Falcone
|
|||
September 19, 2013
A-2