Leucadia Boosts Its Holding In Harbinger Group

Leucadia Boosts Its Holding In Harbinger Group
Source: Made with Photoshop
Leucadia has boosted its stake in Harbinger Group. Details from the SEC filing can be found below. For a nice summary of the topic see this article by Alexandra Stevenson of NYT 

Make sure to check out Leucadia 2013 letter to investors

On March 18, 2014, we entered into definitive agreements to increase our stake in Harbinger Group Inc. (“HGI”).  Under a Preferred Securities Purchase Agreement between us and Harbinger Capital Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd. and Harbinger Capital Partners Special Situations Fund, L.P (the “Sellers”), we agreed to purchase from the Sellers a newly created preferred-security interest in a subsidiary of  each  Seller (the “Preferred Interest”) for $253.0 million in cash.  Subject to our receiving regulatory approvals from the insurance regulators of HGI’s Fidelity & Guaranty Life insurance operations, the Preferred Interest will be exchangeable into 23.0 million shares of common stock of HGI (the “HGI Shares”) held by the Sellers.  Following closing of our purchase of the Preferred Interest, we also have the right from time to time to sell all or a portion of the underlying HGI Shares for our own account and have the benefit of a registration rights agreement with HGI that the Sellers are party to with respect to the HGI shares that we own.    Prior to entering into the Purchase Agreement, HGI advised us that it had granted us a waiver of the restrictions on “business combinations” set forth in its certificate of incorporation.
On March 18, 2014, in connection with the transaction to acquire HGI Shares, we entered into an agreement with HGI.  Under that agreement, upon receipt of insurance regulatory approval, HGI will increase the size of its board and provide us the right for two years to designate two directors to HGI’s board of directors, subject to reduction in certain circumstances.   We currently expect to appoint Joe Steinberg, our Chairman, and Andrew Whittaker, Vice Chairman Leucadia, as designees.  Prior to regulatory approval, we will have the right to appoint two observers to the HGI board.  We agreed, subject to certain exceptions, for two years, without HGI’s prior approval, not to acquire additional shares or voting rights of HGI that would increase our beneficial ownership above 27.5% of the voting power of HGI’s outstanding securities, to restrict our ability to make certain proposals or solicit proxies, and to not sell our investment in HGI to counterparties who hold, or after giving effect to a sale would hold, in excess of 4.9% of the Company’s common stock.  We also agreed for a two year period to vote in favor of the slate of directors nominated by the HGI board.
Upon acquisition of the Preferred Interest, together with the 18.6 million shares of HGI common stock acquired in September 2013 and previous purchases, we will beneficially own (including as a result of our right to sell the HGI Shares into which the Preferred Interest is exchangeable) 41.6 million common shares of HGI representing approximately 28.6% of HGI’s currently outstanding common stock and 20.1% of HGI’s common stock assuming the conversion of all of HGI’s outstanding Series A and Series A-2 Participating Preferred Stock. Upon the exchange of the Preferred Interest into the HGI Shares, our total net purchase price of the HGI Shares and the 18.6 million shares of HGI common stock purchased in September 2013 will be $406.5 million, or $9.77 per share.
SEC filing here

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