Enterprising Investor
6 years ago
Spectrum Brands and HRG Group Announce July 13, 2018 as the Date for Special Meetings of Stockholders (6/12/18)
Special Meetings of the Stockholders of Spectrum Brands and HRG will be Held on July 13, 2018 at which Stockholders Will Vote on Proposals Related to the Merger between the Companies
Spectrum Brands Holdings, Inc. (NYSE: SPB) today announced that a special meeting of Spectrum Brands’ stockholders will be held on Friday, July 13, 2018 at 9:30 a.m. local time at Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022 to consider and vote on a proposal to adopt a definitive merger agreement pursuant to which Spectrum Brands will combine with HRG (the “Merger”) as well as certain related proposals. Stockholders of record of Spectrum Brands as of the close of business on May 17, 2018 will be entitled to receive notice of and vote at the Spectrum special meeting. HRG Group, Inc. (NYSE: HRG), a holding company with shares of Spectrum Brands as its principal holding, also announced that a special meeting of HRG’s stockholders will be held on Friday, July 13, 2018 at 9:30 a.m. local time at Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, to consider and vote upon proposals to amend the HRG certificate of incorporation, approve the issuance of HRG common stock in connection with the Merger, and certain other matters related to the Merger. Stockholders of record of HRG as of the close of business on May 17, 2018 will be entitled to receive notice of and vote at the HRG special meeting.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180612005435/en/
About Spectrum Brands Holdings, Inc.
Spectrum Brands, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, GloFish®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, DreamBone®, SmartBones®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands’ products are sold in approximately 160 countries. Spectrum Brands generated net sales from continuing operations of approximately $3.0 billion in fiscal 2017. For more information, visit www.spectrumbrands.com.
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its operations through its operating subsidiaries. As of March 31, 2018, the Company’s principal operating subsidiary was Spectrum Brands, a global branded consumer products company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
Enterprising Investor
6 years ago
Spectrum Brands Holdings to Combine with HRG Group in Transaction Valued at $10 Billion (2/26/18)
Spectrum Brands to Become Independent Company with Widely Distributed Shareholder Base
Combined Company Well Positioned to Advance Strategy as Faster-Growing, Higher-Margin, More Focused Consumer Brands Business
Spectrum Brands Management Team to Continue in Current Roles
MIDDLETON, Wis. & NEW YORK--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”), a global consumer products company offering a portfolio of leading brands providing superior value to consumers and customers every day, and HRG Group, Inc. (NYSE: HRG) (“HRG”), a holding company with shares of Spectrum Brands as its principal holding, today announced that they have entered into a definitive merger agreement pursuant to which Spectrum Brands will combine with HRG. As a result, HRG’s shareholders will effectively hold HRG’s interests in Spectrum Brands directly following the combination. The transaction has been unanimously recommended by the Special Committee of independent directors of the Spectrum Brands Board of Directors (the “Special Committee”), and was also approved by the Spectrum Brands and HRG boards.
Under the terms of the agreement, immediately prior to closing, HRG will effect a reverse stock split such that HRG shareholders receive in the aggregate a number of shares of the combined company equal to the number of shares of Spectrum Brands currently held by HRG, subject to certain adjustments to account for HRG’s net debt and transaction costs as well as a $200 million upward adjustment. The $200 million upward adjustment takes into account that the combination transforms Spectrum Brands into an independent public company with no controlling shareholder and a widely held shareholder base as well as certain favorable tax attributes of HRG. Upon closing, Spectrum Brands shareholders will receive one newly issued share of the combined company for each share of Spectrum Brands that they owned prior to the combination. The transaction is expected to be tax free to Spectrum Brands and Spectrum Brands shareholders, and to HRG and HRG shareholders.
Following the transaction, the current Spectrum Brands management team will lead the combined company. In addition, HRG’s board will be replaced by the Spectrum Brands board. Ehsan Zargar will resign from the Spectrum Brands board and will be replaced by an independent director to be selected by Leucadia National Corporation (“Leucadia”), HRG’s largest shareholder. Leucadia also has an ongoing right to designate one director, so long as it owns at least 10% of the number of combined company’s shares issued and outstanding as of the closing, which is initially expected to be the current Spectrum Brands’ director and Leucadia’s Chairman, Joseph Steinberg. Pro forma for the reverse stock split, the merger and the adjustments described above, Leucadia is expected to hold approximately 13% of the combined company and another 45% of the combined company is expected to be widely held by HRG’s legacy stockholders. Such ownership percentages assume approximately $324 million of HRG’s net debt at closing and are based on the number of shares outstanding and market prices as of February 22, 2018 (but are subject to adjustment for HRG’s actual amount of net debt, transaction costs and outstanding shares at closing).
“We are pleased to have reached this mutually-beneficial agreement with HRG,” said Terry Polistina, Chairman of the Special Committee of Spectrum Brands. “Under this new ownership structure, Spectrum Brands will be an independent company with a widely distributed shareholder base and improved governance structure. We believe this transaction will deliver substantial value to all Spectrum Brands shareholders, including the company’s minority shareholders, and we look forward to the current Spectrum Brands’ management team advancing our growth and success."
“I want to thank the special committee for their work in negotiating this transaction with HRG, which will result in an independent company with meaningfully increased trading liquidity in our common stock,” said David Maura, Executive Chairman of Spectrum Brands. “Spectrum Brands is making substantial progress in its ongoing, rapid transformation, including the planned reallocation of approximately $3.6 billion of gross capital. We are excited to emerge as a faster-growing, higher-margin company with a meaningfully stronger balance sheet and the flexibility to strategically redeploy a large amount of capital through share repurchases and highly accretive acquisitions, as opportunities present themselves. We remain poised to deliver stronger organic growth across our organization and build upon our near 10-year track record of serving our investors with exceptional shareholder value creation. We have come a long way over the last decade, and the team couldn’t be more excited about the future of Spectrum Brands and our ability to serve our customers, employees and our stakeholders like never before.”
“We believe this agreement represents a constructive outcome for Spectrum Brands, HRG and all shareholders,” said Joseph Steinberg, Chairman of the Board and Chief Executive Officer of HRG. “The transaction advances the wind down of the HRG parent company and eliminates its overhead. Importantly, the combination with Spectrum Brands provides our shareholders with the ability to participate in the upside potential of the combined company.”
“With this transaction, we are unlocking value for HRG shareholders and providing them with enhanced liquidity going forward. We want to express our sincere gratitude to the HRG board and our employees, both past and present, for all of their contributions to the success of HRG. Since 2011, their talent and dedication helped build strong businesses, and enabled HRG to deliver maximum value to our shareholders,” said Ehsan Zargar, Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary of HRG.
Timeframe to Completion
The transaction is expected to close by the end of the second calendar quarter of 2018. Closing of the transaction remains subject to the satisfaction of customary closing conditions, including the approval of both the holders of a majority of Spectrum Brands’ outstanding shares and the holders of the majority of such shares held by persons other than HRG and its affiliates and the executive officers of Spectrum Brands. Closing is also subject to the approval of a majority of HRG’s outstanding shares. HRG has entered into a voting agreement with respect to the Spectrum Brands vote. Leucadia and Fortress Investment Group, which together own approximately 40% of HRG’s common shares, enthusiastically support the transactions and have entered into customary voting agreements to vote their shares of HRG in favor of the transaction. The parties do not anticipate needing any regulatory approvals in connection with the transaction.
The combined company will be named Spectrum Brands Holdings, Inc. and will trade under the ticker “SPB.” The company will remain headquartered in Middleton, Wisconsin.
Other Transaction Terms
Spectrum Brands’ board has approved a short-term shareholder rights plan, effective today. The plan is intended to ensure that the Spectrum Brands board can protect all shareholder interests as it executes the changes announced today by preserving the value of the combined company’s substantial net operating and capital loss carryforwards. The plan is not intended to prevent any action that the Spectrum Brands board determines to be in the best interests of the company.
HRG’s board has approved a shareholder rights plan, effective today. The plan is intended to ensure that the HRG board can protect all shareholder interests as it executes the changes announced today by preserving the value of the combined company’s substantial net operating and capital loss carryforwards. The plan is not intended to prevent any action that the HRG board determines to be in the best interests of the company.
Batteries and Appliances Sale Processes
The combination with HRG will not have an impact on the previously announced pending sale of Spectrum Brands’ global battery business to Energizer Holdings, Inc. It will also not have an impact on Spectrum Brands’ previously announced exploration of alternatives for its appliances business, which has received strong interest from potential buyers with an expected agreement and closing by the end of fiscal year 2018. In total, Spectrum Brands expects to receive $3.6-$3.7 billion in gross proceeds, including $2 billion from the sale of Spectrum Brands’ global battery business and $1.6-$1.7 billion from the sale of its appliances business.
Advisors
Moelis & Company LLC is serving as financial advisor to the Special Committee and Kirkland & Ellis LLP and Cleary Gottlieb Steen & Hamilton LLP are serving as its legal advisors.
J.P. Morgan Securities LLC and Jefferies LLC are serving as financial advisors to HRG and Davis Polk & Wardwell LLP is serving as its legal advisor.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands’ products are sold in approximately 160 countries. For more information, visit www.spectrumbrands.com.
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its operations through its operating subsidiaries. As of December 31, 2017, the Company’s principal operating subsidiary was Spectrum Brands, a global branded consumer products company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
https://www.businesswire.com/news/home/20180226005822/en/Spectrum-Brands-Holdings-Combine-HRG-Group-Transaction
Enterprising Investor
6 years ago
Spectrum Brands Holdings Announces Agreement to Sell Global Battery and Lighting Business to Energizer Holdings, Inc. for $2.0 Billion in Cash
Transaction Represents Significant Step in Strategy to Reshape Spectrum Brands into Faster-Growing, Higher-Margin, More Focused Consumer Brands Company
MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”), a global consumer products company offering a portfolio of leading brands providing superior value to consumers and customers every day, announced today that it has entered into a definitive agreement to sell its Global Battery and Lighting Business (“Battery Business”) to Energizer Holdings, Inc. (NYSE: ENR) (“Energizer”) for $2.0 billion in cash. The Company expects to use the net cash proceeds after tax and transaction costs to reduce debt, reinvest in its core businesses both organically and through bolt-on acquisitions, and repurchase shares.
“Today’s announcement is a culmination of our efforts to sell the Battery Business in order to refocus Spectrum Brands and enhance shareholder value. While we have a long and proud heritage in the Battery Business, this is a key part of our re-allocation of capital strategy towards a faster-growing and higher-margin Spectrum Brands,” said David Maura, Executive Chairman of Spectrum Brands Holdings.
Andreas Rouvé, Chief Executive Officer of Spectrum Brands Holdings, said, “Through this transaction, we are making progress towards repositioning ourselves with an increased focus on our remaining businesses of Hardware & Home Improvement, Global Auto Care and Pet, Home & Garden. We are focusing our portfolio to strengthen our business and drive long-term growth and shareholder value.
"Our Global Battery Business is a true reflection of Spectrum Brands’ strengths – a portfolio of well-known and widely trusted brands driven by a culture of innovation and by passionate people to generate consistent results,” Mr. Rouvé added. “We are pleased to be selling to owners who can deliver the necessary resources and market expertise, and provide strong support for our people and the business’ future growth plans.”
The transaction is expected to close prior to the end of calendar 2018, subject to customary closing conditions, including regulatory approvals.
Spectrum Brands had previously announced on January 3, 2018 that it was exploring strategic alternatives for its Global Batteries & Appliances (GBA) businesses. Spectrum Brands is actively marketing its Appliances business. No assurance can be given that any transaction will result from these efforts. The Company does not intend to comment on or provide updates regarding the exploration of strategic options unless and until it determines that further disclosure is appropriate or required based on the then-current facts and circumstances.
RBC Capital Markets acted as exclusive financial advisor and Kirkland & Ellis LLP acted as legal advisor to Spectrum Brands in connection with the transaction.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands' products are sold in approximately 160 countries. Spectrum Brands Holdings generated net sales of approximately $5.01 billion in fiscal 2017. For more information, visit www.spectrumbrands.com.
https://www.businesswire.com/news/home/20180116005594/en/Spectrum-Brands-Holdings-Announces-Agreement-Sell-Global
Enterprising Investor
7 years ago
CF Corporation to Acquire Fidelity & Guaranty Life in Transformative All-Cash Transaction Valued at $1.835 Billion (5/24/17)
LAS VEGAS and DES MOINES, Iowa, May 24, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF Corp."), and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed annuities and life insurance in the U.S., today announced that their boards of directors have each unanimously approved a definitive merger agreement under which CF Corp. will acquire FGL for $31.10 per share in cash, or a total of approximately $1.835 billion, plus the assumption of $405 million of existing debt. The purchase consideration implies a value of 1.1x adjusted book value[1] as of March 31, 2017. The investor group, which includes the founders of CF Corp., Chinh E. Chu, and William P. Foley, II, funds affiliated with Blackstone (NYSE: BX), and Fidelity National Financial (NYSE: FNF) ("FNF"), will invest approximately $900 million in common and preferred equity to fund the transaction.
FGL is a leading provider of fixed indexed annuities and life insurance products, with approximately $28 billion of GAAP Total Assets and approximately $1.6 billion of adjusted book value1. FGL has grown sales by approximately 10% annually from 2012 to 2016, supported by its long-standing relationships with distribution partners, changing U.S. retirement demographics, and an attractive product value proposition to policyholders.
Following the close of the transaction, FGL will continue to be led by its current management team under Chris Littlefield as President and CEO. FGL will remain headquartered in Des Moines, Iowa, and will continue operations from Baltimore, Maryland, and Lincoln, Nebraska. Messrs. Chu and Foley will serve as Executive Chairmen of the Board, which will be composed of a majority of independent directors.
Mr. Foley said, "This is an exciting transaction that we expect will enable us to generate attractive returns for our shareholders by accelerating FGL's growth and profitability through efficient structuring and improved investment management capabilities. I look forward to working closely with Chris and the entire management team to help advance FGL's strategy while continuing to provide industry-leading retirement savings products to policyholders."
Mr. Chu noted, "FGL is a very high-quality business with attractive demographic tailwinds. We look forward to working with management to continue to build a premier insurance platform and accelerate value creation for shareholders. CF Corp. is an ideal platform for FGL given our permanent capital and blue chip long-term investor base. This transaction is transformative and the combination of CF Corp., Blackstone and FNF will add tremendous value to FGL."
Mr. Littlefield added, "This agreement with CF Corp. is a terrific conclusion to our strategic review process. This transaction delivers compelling value to our existing shareholders and ideally positions FGL for our next phase of growth. We believe the expertise and insights that our leading investors will bring as new shareholders of FGL will greatly benefit the company, our policy owners, distribution partners, agents and employees. We see a very bright future for FGL."
Key Transaction Terms and Details
The transaction will be financed with $1.2 billion from CF Corp.'s IPO and forward purchase agreements, and more than $700 million in additional new common and preferred equity. Funds advised by Blackstone Tactical Opportunities, funds advised by GSO Capital Partners LP (the credit division of Blackstone) and FNF have provided a full backstop funding commitment to ensure certainty of funding.
FGL will enter into an investment management agreement with affiliates of Blackstone. This agreement will provide access to Blackstone's superior investment management and strategic oversight capabilities to drive additional value creation for FGL and policyholders, while continuing FGL's current focus on high-quality investment grade assets under the current FGL investment team. Messrs. Chu and Foley will be involved and will lend their expertise to the asset management function led by Blackstone.
In connection with the transaction, CF Corp. and HRG Group, Inc. (NYSE: HRG) ("HRG"), a diversified holding company and FGL's largest shareholder, have approved a purchase agreement under which CF Corp. will acquire certain reinsurance companies from HRG.
Timeframe to Completion
The transaction is expected to close in the fourth quarter of 2017, subject to the approval of the shareholders of CF Corp. and FGL, and receipt of required regulatory approvals and other customary closing conditions. Certain investors that own approximately 18% of CF Corp.'s common shares have entered into voting agreements to support the transaction. In addition, following the execution of the merger agreement, HRG, in its capacity as the majority shareholder of FGL, delivered to CF Corp. a written consent approving and adopting the merger agreement.
Advisors
Bank of America Merrill Lynch and FT Partners are acting as financial advisors to CF Corp., Citigroup is acting as a capital markets advisor and Winston & Strawn LLP, Hogan Lovells US LLP and Debevoise & Plimpton LLP are acting as legal advisors.
Lazard is acting as financial advisor to Blackstone and Debevoise & Plimpton LLP is acting as legal advisor. Sullivan & Cromwell LLP is acting as legal advisor to GSO Capital Partners LP.
Credit Suisse is acting as lead financial advisor to FGL and Jefferies is acting as co-financial advisor to FGL. Rothschild is acting as additional financial advisor to FGL. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to FGL.
Transaction Website
A website with additional information on the transaction can be found here: www.cfcorpandfidelity.com.
About CF Corporation
CF Corporation's primary objective is to build an enduring, high quality business by using permanent capital, a core tenet of the CF Corp. structure. CF Corp. also has the largest individual founder co-investment in a U.S. special purpose acquisition company, which results in alignment of interests with CF Corp.'s investors.
About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.
About Blackstone
Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with over $360 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
http://www.prnewswire.com/news-releases/cf-corporation-to-acquire-fidelity--guaranty-life-in-transformative-all-cash-transaction-valued-at-1835-billion-300463047.html
db7
7 years ago
HRG Group Provides Update On CEO Transition
NEW YORK, March 22, 2017 /PRNewswire/ -- HRG Group, Inc. (the "Company" or "HRG"; NYSE: HRG) today announced that Omar Asali, President and Chief Executive Officer, has informed the Company that he will resign from the Company and its subsidiaries and their respective Board of Directors effective as of April 14, 2017. Joseph S. Steinberg, the Company's Chairman, will assume the additional position of Chief Executive Officer of the Company upon Mr. Asali's departure.
On November 17, 2016, HRG disclosed that Mr. Asali planned to leave HRG in the second half of fiscal 2017 to establish a private investment vehicle to make long-term investments in private and public companies.
Mr. Asali said: "I want to thank the HRG Board and employees for all of their contributions to the success of the Company. I will be moving on to my next chapter knowing that HRG is in capable hands. HRG and its subsidiaries are great businesses with strong performance records. I am confident that the strategic review process at HRG and sale process at Fidelity & Guaranty Life will maximize value for all shareholders."
The HRG Board said: "Omar has played a critical role in creating value for the HRG shareholders. We thank him for all his efforts and wish him well in his future endeavors."
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its operations through its operating subsidiaries. As of December 31, 2016, the Company's principal operating subsidiaries were: Spectrum Brands, a global branded consumer products company; Fidelity & Guaranty Life, a life insurance and annuity products company; and Front Street, a long-term reinsurance company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
Forward Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This document contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the departure of the Company's current CEO, the Company's CEO succession plan, the Company's strategic review process and the merger of Anbang Insurance Group and Fidelity & Guaranty Life ("FGL"), the FGL ongoing sale process and any expected or anticipated benefits from the foregoing matters. As previously disclosed, strategic alternatives for the Company may include, but are not limited to, a merger, sale or other business combination involving the Company and/or its assets. HRG has not set a definitive schedule to complete its review of strategic alternatives and does not intend to provide updates until such time as it determines in its sole discretion, as required by law and/or it has entered into definitive documentation with respect to any strategic transaction. There can be no assurance that this process will result in a transaction, or if a transaction is undertaken, as to its terms or timing.
Forward-looking statements also include information concerning possible or assumed future distributions from subsidiaries, other actions, events, results, strategies and expectations and are identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Such forward-looking statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such statements.
These forward-looking statements are based on the beliefs and assumptions of HRG's management and the management of HRG's subsidiaries. Factors that could cause actual results, events and developments to differ include, without limitation: that the review of strategic alternatives at HRG will result in a transaction, or if a transaction is undertaken, as to its terms or timing; the ability of HRG's subsidiaries to close previously announced transactions, including statements regarding the closing of the merger of Anbang Insurance Group and FGL and/or the FGL ongoing sales process; the ability of HRG's subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions; the decision of the boards of HRG's subsidiaries to make upstream cash distributions, which is subject to numerous factors such as restrictions contained in applicable financing agreements, state and regulatory restrictions and other relevant considerations as determined by the applicable board; HRG's liquidity, which may be impacted by a variety of factors, including the capital needs of HRG's subsidiaries; capital market conditions; commodity market conditions; foreign exchange rates; HRG's and its subsidiaries' ability to identify, pursue or complete any suitable future acquisition or disposition opportunities, including realizing such transaction's expected benefits and the timetable for, completing applicable financial reporting requirements; litigation; potential and contingent liabilities; management's plans; changes in regulations; taxes; and the risks that may affect the performance of the operating subsidiaries of HRG and those factors listed under the caption "Risk Factors" in HRG's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither HRG nor any of its affiliates undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results, except as required by law.
For further information contact:
Investors and Media:
HRG Group, Inc.
Investor Relations
Tel: 212.906.8555
Email: investorrelations@HRGgroup.com
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/hrg-group-provides-update-on-ceo-transition-300428083.html
SOURCE HRG Group, Inc.
Copyright 2017 PR Newswire
Enterprising Investor
7 years ago
Omar Asali, President and Chief Executive Officer of HRG Group, Plans Departure from the Company in 2017 (11/17/16)
Company to evaluate potential strategic alternatives to maximize shareholder value
NEW YORK, Nov. 17, 2016 /PRNewswire/ -- HRG Group, Inc. ("HRG" or the "Company"; NYSE: HRG), a holding company that conducts its operations principally through Spectrum Brands Holdings, Inc. (NYSE: SPB), a branded consumer products company, and Fidelity & Guaranty Life (NYSE: FGL), a life insurance and annuity products company, today announced that Omar Asali, President and Chief Executive Officer of HRG, plans to leave the Company in the second half of fiscal 2017 to establish a private investment vehicle that will make long-term investments in private and public companies.
Since HRG's inception in 2011, Mr. Asali has been responsible for overseeing the day-to-day activities of the Company and establishing the overall business strategy for HRG and its subsidiaries, including M&A and capital markets activities. During his tenure with the Company, HRG's market capitalization has increased from $140 million to today's market capitalization of approximately $3 billion, and the Company's key subsidiaries have achieved strong returns. In the five-year period ended September 30, 2016, SPB's share price has appreciated 500% compared to a gain of 92% for the S&P 500 and the Company's investment in FGL in 2011 has compounded at a total rate of return of nearly 400%.
The Company also announced today that its Board of Directors has initiated a process to explore the strategic alternatives available to the Company with a view to maximizing shareholder value. The Company's Board will work with HRG's management and will retain financial and legal advisors to assist it with this review. Strategic alternatives may include, but are not limited to, a merger, sale or other business combination involving the Company or its assets.
Drew McKnight, an HRG director, said, "I would like to take this opportunity to recognize Omar's contributions and the critical role that he has played in creating value for all HRG shareholders. On behalf of the Board, I would like to thank Omar and wish him the best with his future endeavors."
Mr. Asali said, "I would like to thank the HRG Board and employees, in particular David Maura, for all of their contributions to the success of the Company. I would also like to thank Philip Falcone for giving me the opportunity at HRG. I am proud of our accomplishments and will leave HRG for my next chapter knowing that the Company is well positioned for the next stage of its evolution."
"Our management team and the Board have been working to enhance stockholder value and, after careful review, we have decided that exploring alternatives to maximize value is in the best interests of all our stockholders," said Mr. Asali. "HRG owns terrific businesses that have a strong record of performance, and we believe that we have a unique opportunity to maximize value for all of our shareholders."
Mr. Asali further added, "As we have previously disclosed, FGL and Anbang have extended the outside date for completing FGL's merger with Anbang Insurance Group from November 7, 2016 to February 8, 2017, pursuant to the Agreement and Plan of Merger dated November 8, 2015. Both parties are committed to securing the remaining regulatory approvals and closing the merger as soon as possible, however, the closing of the merger and the timing thereof is subject to the regulatory review and approval process, none of which can be assured."
About HRG Group, Inc.:
HRG Group, Inc. is a holding company that conducts its operations principally through Spectrum Brands Holdings, Inc. (NYSE: SPB), a branded consumer products company, and Fidelity & Guaranty Life (NYSE: FGL), a life insurance and annuity products company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
http://www.prnewswire.com/news-releases/omar-asali-president-and-chief-executive-officer-of-hrg-group-plans-departure-from-the-company-in-2017-300365511.html
Enterprising Investor
8 years ago
HRG Group, Inc. Reports First Quarter Results (2/05/16)
Achieves Consolidated Revenue Growth of 7.4% Over the First Quarter of 2015
NEW YORK, Feb. 5, 2016 /PRNewswire/ -- HRG Group, Inc. ("HRG" or the "Company"; NYSE: HRG), a diversified holding company focused on owning businesses that it believes can, in the long term, generate sustainable free cash flow or attractive returns on investment, today announced its consolidated results for the first quarter of Fiscal 2016 ended on December 31, 2015 (the "Fiscal 2016 Quarter"). The results include HRG's four segments:
• Consumer Products, which consists of Spectrum Brands Holdings, Inc. and its subsidiaries ("Spectrum Brands"; NYSE: SPB);
• Insurance, which consists of Front Street Re (Delaware) Ltd. and its subsidiaries ("Front Street");
• Energy, which consists of Compass Production Partners, LP and its subsidiaries ("Compass"); and
• Asset Management, which consists of Salus Capital Partners, LLC ("Salus"), Energy & Infrastructure Capital, LLC ("EIC") and CorAmerica Capital, LLC ("CorAmerica").
"HRG reported very strong results this quarter, highlighted by solid consolidated topline growth at HRG overall as well as another excellent performance from the Consumer Products segment, which included record first quarter revenue and Adjusted EBITDA at Spectrum Brands," said Omar Asali, President and Chief Executive Officer of HRG. "We also made excellent progress this quarter executing against our strategic initiatives, which, at Fidelity & Guaranty Life, included advancing the transaction with Anbang; at Spectrum Brands, an increase of the quarterly dividend to $0.38 per SPB share; at Compass, substantially reducing its leverage while maintaining its profitability on an Adjusted EBITDA basis in spite of very challenging commodity market conditions; and overall, significantly reducing our operating expenses, including at the Asset Management segment.
"Looking ahead, we continue to anticipate that the Fidelity & Guaranty Life transaction will close in the upcoming second quarter of calendar year 2016, and expect to realize our return in a tax-efficient manner. We will outline our plan for our use of the proceeds following the closing, but we remain committed to deleveraging and pursuing strategies to maximize shareholder value.
"Looking further into the year, we expect the momentum in Spectrum Brands will continue in Fiscal 2016, and we anticipate record levels of annual revenue, Adjusted EBITDA and free cash flow from that business. We will continue to look for opportunities to grow this important segment throughout 2016 from both organic sources and attractive M&A, and will be supportive in their pursuits of growth."
Important Note Regarding the Presentation of our Insurance Segment:
During the quarter, Fidelity & Guaranty Life ("FGL"; NYSE: FGL) announced it had reached a definitive merger agreement under which Anbang Insurance Group Co., Ltd. and certain of its subsidiaries will acquire FGL for $26.80 per share in cash. At the date of the transaction, the Company owned 47 million shares in FGL, or an 80.4% interest as of December 31, 2015. The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to close in the second quarter of calendar year 2016.
As a result of this agreement, beginning with the first quarter of Fiscal 2016, the Company's investment in FGL has been classified as held for sale on the balance sheet and FGL's operations have been classified as discontinued operations, and results for all periods have been reclassified accordingly. Previously, FGL's results were reflected in the Insurance segment; however, all segment information has been adjusted to exclude FGL's results from this segment. Accordingly, the commentary for the Insurance segment in this release no longer reflects the performance of FGL in either the current or prior year quarters.
First Quarter Fiscal 2016 Consolidated Highlights:
•HRG recorded total revenues of $1.2 billion for the Fiscal 2016 Quarter, an increase of $84.4 million, or 7.4%, as compared to the first quarter of fiscal 2015 (the "Fiscal 2015 Quarter"), as higher Consumer Products revenues, driven primarily by growth from acquisitions and organic revenue growth, more than offset the impact of unfavorable foreign exchange as well as the impact of net investment losses in Insurance.
•Consolidated operating income of $35.3 million in the Fiscal 2016 Quarter increased $250.3 million as compared to the $215.0 million of operating loss reported in the Fiscal 2015 Quarter. The increase was due primarily to a lesser amount of impairments and bad debt expense in the current quarter, as described further in the Additional Items section. Excluding the impact of impairments and bad debt expense, operating income of $98.5 million in the Fiscal 2016 Quarter increased $63.7 million, or 183%, due primarily to the impact of the higher revenues in Consumer Products.
•Results reflect a $21.1 million increase in interest expense relative to the Fiscal 2015 Quarter associated with higher overall debt levels, due primarily to financing activities completed in connection with accretive acquisitions.
•HRG incurred a tax expense of $1.9 million in the Fiscal 2016 Quarter and a 4.3% effective tax rate as compared to a $6.0 million expense in the Fiscal 2015 Quarter and a (5.1)% effective tax rate. The decrease in tax expense in the current quarter was principally due to the recognition of tax benefits on a portion of current year losses from our Energy and Corporate and Other segments in the U.S. that are more likely than not to be realized based on the expected taxable gain from the FGL transaction.
•Net income from continuing operations attributable to common stockholders of $11.1 million, or $0.06 per common share attributable to controlling interest during the Fiscal 2016 Quarter, as compared to a net loss from continuing operations attributable to common stockholders of $123.5 million, or $0.63 per common share attributable to controlling interest during the Fiscal 2015 Quarter. The improvement was due primarily to the higher operating income as well as a gain on the sale of certain oil and gas assets, as described more fully in the "Additional
Items" section.
•HRG ended Fiscal 2016 Quarter with corporate cash and investments of approximately $295.4 million (primarily held at HRG and HGI Funding LLC), a decrease of $35.9 million from the comparable balance of $331.3 million held as of September 30, 2015 due primarily to the vesting of previously-awarded variable compensation and related tax settlements.
•In Fiscal 2016 Quarter, HRG received dividends of $14.8 million from its subsidiaries, comprised of $11.3 million and $0.4 million from the Consumer Products and Asset Management segments, respectively, as well as $3.1 million from FGL.
Additional Items:
Compass Transaction
During the Fiscal 2016 Quarter, Compass completed the previously-announced sale of its Holly, Waskom and Danville assets, which collectively accounted for approximately 38% of Energy segment revenues in Fiscal 2015. Proceeds from the sale were approximately $151.7 million, and the Company recorded a gain of $105.6 million to its Fiscal 2016 Quarter as a result of this transaction. Proceeds from the transaction, along with cash held on Compass' balance sheet, were used to reduce the borrowings under Compass' credit facility by $167.0 million during the quarter, and as a result, as of December 31st, total borrowings outstanding under Compass' credit facility were $160.0 million.
Non-Cash Impairments and Bad Debt Expense
Energy
Pursuant to SEC reporting requirements, Compass performed a ceiling test at the end of the quarter utilizing simple average first day of the month spot prices for the trailing twelve month period for proved reserves, which may not be indicative of actual market values or forward strip prices for those reserves. As a result of this test, Compass recorded a non-cash impairment of $54.4 million to its proved oil and natural gas properties during the quarter, due primarily to the decline in oil and natural gas prices. This impairment is reflected in the Operating income of the Energy segment for the Fiscal 2016 Quarter, and, if oil and gas prices do not increase, additional, non-cash impairments to properties may be required in Fiscal 2016. In the Fiscal 2015 Quarter, Compass recorded $190.0 million of impairments.
Asset Management
During the Fiscal 2016 Quarter, $8.4 million of impairments and bad-debt expense were recorded. As of December 31st, Salus' portfolio of asset-based loans receivable was $153.1 million, a decline of $73.6 million from the comparable balance as of September 30th, as Salus continues to execute the orderly wind down of its operations.
Discontinued Operations
During the Fiscal 2016 Quarter, the Company recorded a $35.6 million loss from discontinued operations to reflect the net impact of FGL's results. This amount includes $90.9 million of deferred tax expense, the majority of which will be offset by tax benefits the Company expects to realize in the subsequent quarters of Fiscal 2016.
Detail on First Quarter Segment Results:
Consumer Products:
Note: Adjusted EBITDA-Consumer Products, as described below, is a non-U.S. GAAP measure that excludes interest, income tax expense, certain purchase accounting fair value adjustments, restructuring and related charges, acquisition and integration related charges, depreciation and amortization expenses and stock-based compensation - see "Non-U.S. GAAP Measures" and the reconciliation of Adjusted EBITDA-Consumer Products to the Consumer Product segment's net income or loss in the tables accompanying this release.
Consumer Products reported consolidated net sales of $1,218.8 million for the Fiscal 2016 Quarter, an increase of $151.0 million, or 14.1%, as compared to the $1,067.8 million reported in the Fiscal 2015 Quarter. The increase was due primarily to the impact of newly acquired businesses and organic growth in certain product categories, including consumer batteries and hardware and home improvement, which more than offset the negative impact of $61.4 million from unfavorable foreign exchange as the Euro weakened relative to the US dollar during the quarter. Excluding the net impact of foreign exchange, sales increased $212.4 million, or 19.9%, as compared to the Fiscal 2015 Quarter, with higher sales in all product categories as compared to Fiscal 2015 except small appliances, which declined due primarily to lower volumes in the product category and increased competitor discounting during the holiday season. Excluding the impacts of both foreign exchange and $144.9 million in revenue from businesses acquired in Fiscal 2015, Consumer Products revenue increased $67.5 million, or 6.3%, on an organic basis over the Fiscal 2015 Quarter.
Gross profit, representing net Consumer Products sales minus Consumer Products cost of goods sold, increased $70.5 million, or 19.0%, to $440.7 million in the Fiscal 2016 Quarter. The increase was driven by the same factors that affected revenue. Gross profit margin, representing gross profit as a percentage of Consumer Products net sales, was 36.2% in the Fiscal 2016 Quarter, an increase of 150 basis points over the Fiscal 2015 Quarter, due, in part, to a shift toward higher margin products and continuing cost improvements.
Operating income increased $26.9 million, or 23.3%, to $142.5 million in the Fiscal 2016 Quarter, as compared to $115.6 million in the Fiscal 2015 Quarter, due primarily to higher profitability in acquired businesses.
Consumer Products adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA-Consumer Products") was $207.1 million for the Fiscal 2016 Quarter, an increase of $31.3 million, or 17.8%, as compared to the Fiscal 2015 Quarter.
After the close of the Fiscal 2016 Quarter, on January 28, 2016, Spectrum Brands announced that its Board of Directors declared a quarterly dividend of $0.38 per share on Spectrum Brands' common stock. This is a 15.2% increase in the quarterly dividend declared as compared to the $0.33 quarterly dividend paid per share in connection with the comparable period in Fiscal 2015. Over the past three years, the quarterly dividend Spectrum Brands has paid to its common stockholders has increased 52%.
For more information on HRG's Consumer Products segment, interested parties should read Spectrum Brands' announcements and public filings with the Securities and Exchange Commission, including Spectrum Brands' most recent quarterly earnings announcement, which may be accessed at www.spectrumbrands.com.
Insurance:
Insurance segment revenues declined $44.5 million in the Fiscal 2016 Quarter, from $34.5 million recorded in the Fiscal 2015 Quarter to a loss of $10.0 million. The decrease was due primarily to unrealized losses on underlying securities included in the funds withheld receivable, driven by an increase in risk-free interest rates and widening credit spreads during the quarter, which resulted in lower valuations of the fixed maturity securities in Front Street's funds withheld receivable.
The operating loss for the Fiscal 2016 Quarter reflected a decrease of $5.6 million from the operating income of $5.6 million reported for the Fiscal 2015 Quarter. The decline was due primarily to lower revenues, partially offset by lower insurance liability expenses. Operating expenses were flat compared to the prior year.
Energy:
Note: Adjusted EBITDA-Energy is a non-U.S. GAAP measure that excludes interest expense, depreciation, amortization and depletion, accretion of discount on asset retirement obligations, non-cash write-downs of assets, gain on remeasurement of investment to fair value, gain on sale of oil and gas properties, non-recurring other operating items, non-cash changes in the fair value of derivatives, cash settlements on derivative financial instruments and stock-based compensation - see "Non-U.S. GAAP Measures" and a reconciliation of Adjusted EBITDA-Energy to the Energy segment's operating income below.
Oil and natural gas revenues were $16.8 million for the Fiscal 2016 Quarter, a decrease of $17.5 million, or 51.0%, from the $34.3 million of revenues in the Fiscal 2015 Quarter. The decline was due primarily to lower prices for oil, natural gas and natural gas liquids, as the average sales price per barrel for oil and natural gas liquids declined by 39% and 40%, respectively, in Fiscal 2016 as compared to Fiscal 2015 Quarter. Revenue in both periods was further affected by the expected decreases in natural gas production as well as the disposition of the Holly, Waskom and Danville assets as of December 1, 2015.
Operating loss for the Fiscal 2016 Quarter was $64.5 million, an improvement of $130.5 million from the operating loss of $195.0 million recorded in the Fiscal 2015 Quarter. The improvement was due primarily to a lesser amount of ceiling test impairment in the current quarter as discussed in the "Additional Items" section. Excluding impairments, the operating loss of $10.1 million in the Fiscal 2016 Quarter compared to an operating loss of $5.0 million in the Fiscal 2015 Quarter, with the decline in profitability due primarily to the impact of the lower revenues.
Energy segment adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA-Energy") was $6.3 million for the Fiscal 2016 Quarter, a decrease of $6.6 million, or 51.2%, from the $12.9 million recorded in the Fiscal 2015 Quarter.
For the Fiscal 2016 Quarter, the Energy segment's production was 106 Mbbl of oil, 129 Mbbl of natural gas liquids and 5,115 Mmcf of natural gas. In the Fiscal 2016 Quarter, average daily production at Compass was 71 Mmcfe as compared to 85 Mmcfe in the Fiscal 2015 Quarter, with the decrease due primarily to the disposition of the Holly, Waskom and Danville assets as of December 1, 2015, as well as the impact of natural production declines.
Asset Management:
The Asset Management segment reported revenues of $6.0 million for the Fiscal 2016 Quarter, a decrease of $2.0 million, or 25.0%, from the $8.0 million reported in the Fiscal 2015 Quarter. The decrease was due primarily to a lower amount of interest income generated at Salus, which is in the process of winding down its operations and maximizing the recovery of capital from the existing loan portfolio. As of December 31, 2015, Salus, together with its affiliated co-lender Front Street Re, had $153.1 million of loans outstanding, net of allowance for credit losses of $43.7 million.
The Asset Management segment reported an operating loss of $9.1 million for the Fiscal 2016 Quarter, a decline of $7.9 million as compared to the operating loss of $1.2 million for the Fiscal 2015 Quarter. The decrease in profitability was due primarily to the impairments and bad debt expense described in the Additional Items section. Excluding the impact of impairments and bad debt expense from both periods, the operating losses of $0.7 million in the Fiscal 2016 Quarter improved $0.9 million from for the Fiscal 2015 Quarter, reflecting a reduction in operating expenses at Salus.
Conference Call
HRG Group, Inc. will host a live conference call to discuss its results on Friday, February 5, 2016 at 10:00 a.m. Eastern Standard Time. To join the event, participants may call 1.844.856.8663 (U.S. callers) or 1.779.232.4737 (international callers), using conference ID number 79310320. Alternatively, a live webcast of the conference call can be accessed by interested parties through the Investor Relations section of the HRG Website, www.HRGgroup.com.
For those unable to listen to the live broadcast of the conference call, a telephonic replay of the call will be available through midnight February 8, 2016 by dialing 1.855.859.2056 (U.S. callers) or 1.404.537.3406 (international callers), ID number 79310320. A replay will also be available on the Company's website.
About HRG Group, Inc.
HRG Group, Inc. is a diversified holding company focused on owning businesses that the Company believes can, in the longer term, generate sustainable free cash flow or attractive returns on investment. The Company's principal operations are conducted through businesses that: offer branded consumer products (such as consumer batteries, residential locksets, residential builders' hardware, faucets, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn, garden and home pest control products, personal insect repellents, and auto care products); offer life insurance and annuity products; provide asset-backed loans; and own energy assets. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
http://www.prnewswire.com/news-releases/hrg-group-inc-reports-first-quarter-results-300215927.html
Enterprising Investor
11 years ago
HGI Reports First Quarter Fiscal 2013 Results (2/08/13)
Revenues of $1.2 billion, Up 5% from Prior Year Period; Net Income Attributable to Common and Participating Preferred Stockholders of $62.0 Million, an Increase of 161%; EPS $0.31 versus $0.12 from Prior Year Period
Achieves Major Business Milestones During Quarter, including Refinancing Debt, Expanding Public Float and Shareholder Base, and Announcing Energy Business Agreement
NEW YORK--(BUSINESS WIRE)--Harbinger Group Inc. ("HGI"; NYSE: HRG), a diversified holding company focused on acquiring and growing attractive businesses, today announced its consolidated results for the first quarter of Fiscal 2013 ended on December 30, 2012. The results include HGI's Consumer Products Business, which consists of Spectrum Brands Holdings, Inc. (“Spectrum Brands”; NYSE: SPB), and HGI's Insurance and Financial Services Segments, which includes HGI's Fidelity & Guaranty Life Holdings, Inc. (“FGL”) and Salus Capital Partners, LLC (“Salus”) operating subsidiaries.
Philip A. Falcone, HGI Chairman and Chief Executive Officer, said, "We are very pleased with the first quarter performance, which is a testament to our ability to identify companies that will increase in value. As we take HGI to the next level, we remain sharply focused on building value for shareholders and executing on our strategy of acquiring and growing attractive businesses over the long term."
Omar Asali, President of HGI, said, “The last several months have been a watershed period in the continued growth and development of HGI. We achieved several major milestones, including refinancing our 10.625% senior secured notes at a significantly lower interest rate and on more attractive terms, giving us a strong capital structure to support growth. We completed the secondary offering of 23 million shares by our majority shareholder, increasing our public float and broadening our shareholder base with the addition of new, high-quality institutional investors. We significantly enhanced our Consumer Products business through Spectrum Brands' acquisition of HHI, adding top-level positions in North American markets for key residential hardware and home improvement products. And we announced a third operating business in Energy through a financially and strategically important joint venture with EXCO."
First Quarter Fiscal 2013 Business Highlights:
• Refinanced $500 million aggregate principal amount 10.625% senior secured notes through issuance of $700 million aggregate principal amount of new 7.875% senior secured notes, lowering HGI's cost of capital and extending debt maturities. Remaining proceeds from debt issuance to be used for working capital and general corporate purposes.
• Commenced registered secondary public offering of 23 million shares of HGI common stock by majority shareholder, increasing HGI's public float and broadening its shareholder base. Announced pricing of 20 million shares on December 13, 2012, with remaining 3 million shares purchased by underwriters in January of 2013.
• Completed Spectrum Brands acquisition of Stanley Black & Decker, Inc.'s Hardware & Home Improvement Group (“HHI”), expected to enhance Spectrum Brands' top-line growth, margins and free cash flow profile, while providing added scale, greater product diversity and attractive cross-selling opportunities.
• HGI announced an agreement to acquire a new Energy Operating Business through a joint venture with EXCO Resources, Inc., creating a private partnership holding long-life, low geological-risk conventional oil and gas assets that generate steady production and reliable cash flows. Transaction is expected to close in the second quarter of Fiscal 2013.
• Received approval for inaugural $1.5 billion reinsurance treaty between Front Street Re and Fidelity & Guaranty Life, establishing HGI's reinsurance platform while also supporting continued growth of Fidelity & Guaranty Life.
Quarterly Results Highlights:
• HGI recorded total revenues of $1.2 billion for the first quarter of Fiscal 2013, an increase of $56.3 million, or 4.8%.
• Net income attributable to common and participating preferred stockholders increased to $62.0 million, or $0.31 per common share attributable to controlling interest ($0.03 diluted), compared to $23.8 million, or $0.12 per common share attributable to controlling interest ($0.06 diluted), in the Fiscal 2012 Quarter.
• HGI's Fiscal 2013 first quarter results include $87.9 million of costs incurred by HGI and Spectrum Brands related to the extinguishment of HGI's 10.625% notes, and the financing of the HHI acquisition, respectively. Partially offsetting these expenses, HGI's stock price depreciation of 11.0% from $8.43 to $7.50 per share during the Fiscal 2013 Quarter resulted in a $68.9 million liability decrease related to the fair value of the preferred stock equity conversion feature, which represents a non-cash gain to net income. In addition, HGI realized $125.7 million of investment gains in its Insurance Segment.
• During the quarter, HGI received dividends from FGL of $20 million. HGI received total dividends for the Trailing 12 Months Ended December 30, 2012, of $71 million, including dividends from FGL, Spectrum Brands and Salus.
• HGI ended the quarter with corporate cash and short-term investments of approximately $489.2 million (primarily held at HGI and HGI Funding LLC), which supports HGI's business strategy and growth of existing businesses.
Quarterly Segment Highlights:
• For the first quarter of Fiscal 2013, HGI's Consumer Products segment had record net sales of $870.3 million, a $21.5 million, or 2.5%, increase from $848.8 million for the Fiscal 2012 Quarter; excluding negative foreign exchange impact, net sales grew 3.2% versus the prior quarter.
• Consumer Products segment operating income was $68.2 million compared to $83.7 million in the first quarter of Fiscal 2012. The decrease reflects acquisition and integration costs primarily related to the HHI acquisition. Consumer Products segment adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased by $5.6 million, or 4.5%, to $130.7 million versus the prior year quarter on higher sales, synergy benefits and cost reduction initiatives. Adjusted EBITDA margin represented 15.0% of sales compared to 14.7% in the first quarter of Fiscal 2012.
• Insurance segment product sales for the first quarter of Fiscal 2013 were $254.9 million, compared to $372.5 million in the comparable period of Fiscal 2012, reflecting product and pricing changes to maintain target profitability.
• As of December 30, 2012, the Insurance segment had a net US GAAP book value of $1.3 billion (including accumulated other comprehensive income (“AOCI”) of $422.9 million), up from $1.2 billion as of September 30, 2012. Net unrealized gains on available for sale investments were $1.0 billion on a U.S. GAAP basis.
• Salus originated $175.0 million of new asset-based loan commitments in the first quarter of Fiscal 2013 Quarter. Salus had $207.4 million of loans outstanding as of December 30, 2012, and contributed approximately $5.1 million to HGI's consolidated earnings for the Fiscal 2013 first quarter.
Mr. Asali said, “Our Consumer Products and Insurance and Financial Services businesses performed well during the quarter and continued to successfully execute on strategic plans to drive long-term growth and profitability. HGI's Insurance segment ended the quarter with a net U.S. GAAP book value of $1.3 billion, up from $1.2 billion as of September 30, 2012, as we continued to build the value of this business. While first quarter results for the Consumer Products segment were affected by costs related to the HHI acquisition, Spectrum Brands delivered another record for first quarter net sales and adjusted EBITDA, and is well positioned for continued strong performance given the value proposition of its products and the addition of renowned, market-leading brands gained through the HHI acquisition."
Detail on First Quarter Fiscal 2013 Results:
HGI's consolidated revenues for the first quarter of Fiscal 2013 were $1.22 billion, compared to $1.17 billion for the first quarter of Fiscal 2012. Revenues for Consumer Products, which reflect the Spectrum Brands business, were $870.3 million in first quarter of Fiscal 2013 compared to $848.8 million in the year-ago period, an increase of 2.5% (or 3.2% excluding negative foreign exchange impact). The Insurance and Financial Services Segments contributed $352.0 million to HGI's revenues in the quarter compared to $317.2 million in the first quarter of Fiscal 2012.
HGI's consolidated operating income was $215.4 million for the first quarter of Fiscal 2013 compared to operating income of $111.8 million in the comparable period in Fiscal 2012. HGI reported consolidated net income attributable to common and participating preferred stockholders of $62.0 million, or $0.31 per common share attributable to controlling interest ($0.03 diluted), compared to $23.8 million, or $0.12 per common share attributable to controlling interest ($0.06 diluted), in the Fiscal 2012 first quarter.
Fiscal 2013 first quarter consolidated net income attributable to common and participating preferred stockholders was affected by an $87.2 million increase in interest expense from the first quarter of Fiscal 2012. First quarter Fiscal 2013 interest expense was $143.1 million compared to $55.9 million in the year-ago period. The increase in quarterly interest expense was principally due to $58.9 million of fees incurred by HGI related to the extinguishment of the 10.625% Notes, and $29.0 million of costs incurred by Spectrum Brands associated with the financing of the HHI acquisition.
HGI's first quarter Fiscal 2013 results were also affected by a $68.9 million liability decrease in the fair market value of the equity conversion feature of HGI's preferred stock, which results in a non-cash gain to earnings, in addition to realizing $125.7 million of investment gains in our Insurance Segment.
Consumer Products:
Consumer Products net sales increased $21.5 million, or 2.5%, to $870.3 million in the first quarter of Fiscal 2013 from $848.8 million in the first quarter of Fiscal 2012. Excluding negative foreign exchange impacts of $6.0 million, net sales increased 3.2%. Consumer batteries, pet supplies, and home and garden control products all reported higher revenues compared to the first quarter of Fiscal 2012. In addition, the new hardware and home improvement (HHI) business added $34.0 million in sales. Small appliance sales declined by 9.5% primarily reflecting the planned and continued elimination of low margin promotions. Sales of electric shaving and grooming products declined slightly, while electric personal care sales were flat.
Gross profit, representing net consumer products sales minus consumer products cost of goods sold, for the Fiscal 2013 Quarter was $288.2 million compared to $284.1 million for the Fiscal 2012 Quarter, representing a $4.1 million increase. Gross profit margin, representing gross profit as a percentage of consumer products net sales, for the quarter was 33.1% compared to 33.5% in Fiscal 2012 first quarter. The slight decrease in gross profit margin was driven by increased cost of goods sold due to the sale of inventory, which was revalued in connection with the HHI acquisition, which more than offset gross profit improvement resulting from the planned and previously announced exit of low margin products in the small appliances category of nearly $20 million.
Consumer Products operating income was $68.2 million in the first quarter of Fiscal 2013 from $83.7 million in the first quarter of Fiscal 2012, as higher sales were offset by acquisition and integration costs primarily related to the HHI acquisition.
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased by $5.6 million, or 4.5%, to $130.7 million versus the first quarter of Fiscal 2012. First quarter Fiscal 2013 Adjusted EBITDA included $3.2 million from HHI and $3.0 million from the FURminator® acquisition completed on December 22, 2011. Adjusted EBITDA is a non-U.S. GAAP measure that excludes interest, income tax expense, restructuring and related charges, acquisition and integration related charges, intangible asset impairment and depreciation and amortization expenses - see “Non-U.S. GAAP Measures” and a reconciliation of Adjusted EBITDA to the Consumer Product segment's operating income below.
In December 2012, Spectrum Brands issued $520.0 million aggregate principal amount of 6.375% Senior Notes due 2020 and $570.0 million aggregate principal amount of 6.625% Senior Notes due 2022. The proceeds from the offerings were used to fund a portion of the HHI acquisition. Spectrum Brands financed the remaining portion of the HHI acquisition with a new $800.0 million term loan facility. A portion of the term loan proceeds were also used to extinguish the former term loan facility, which had an aggregate amount outstanding of $370.2 million prior to extinguishment.
For more information on HGI's Consumer Products segment, interested parties should read Spectrum Brands' announcements and public filings, including Spectrum Brands' first quarter earnings announcement, by reviewing Spectrum Brands' filings with the Securities & Exchange Commission at www.sec.gov.
Insurance and Financial Services:
First quarter Fiscal 2013 insurance total product sales were $254.9 million compared to $372.5 million in the first quarter of Fiscal 2012. The decrease reflects product and pricing changes made by FGL to the core fixed index annuity portfolio to maintain target profitability. Due to these product revisions during calendar year 2012, fixed indexed annuities (“FIA”) product sales declined 29% to $243.1 million compared to the first quarter of Fiscal 2012. Total product sales increased 69% in the twelve months ended on December 30, 2012 to $1.6 billion compared to $929.3 million for the twelve months prior to the end of first quarter of Fiscal 2012. FGL continues to maintain its position in the top-ten industry ranking for FIA sales with total FIA sales in the last twelve months of more than $1.5 billion compared with $781.1 million for the twelve months prior to the end of first quarter Fiscal 2012, driven by the success of FGL's flagship product Prosperity EliteSM.
FGL has approximately $17.7 billion of cash and invested assets under management as of December 30, 2012, compared to $17.8 billion as of September 30, 2012. Estimated risk-based capital (RBC) ratio at December 30, 2012 remained well in excess of 350%.
The Insurance segment reported operating income of $165.3 million for the first quarter of Fiscal 2013, an increase of $128.9 million, from $36.4 million for the first quarter of Fiscal 2012.
First quarter 2013 results included realized investment gains of $125.7 million, net of related intangibles amortization, compared to $18.2 million of net realized investment gains in the comparable period of Fiscal 2012. The increase in net realized investment gains was the result of strategic portfolio repositioning to shorten the overall portfolio duration combined with the realization of certain tax-advantaged built-in-gains.
Adjusted operating income was $33.0 million (pre-tax) for the first quarter of Fiscal 2013, reflecting solid business performance, as FGL continues to execute on its business strategy. Adjusted operating income is a non-U.S. GAAP insurance industry measure that eliminates the impact of realized investment gains (losses), the effect of interest rate changes on the FIA embedded derivative liability, and the effects of acquisition-related reinsurance transactions - see “Non-U.S. GAAP Measures” and a reconciliation of adjusted operating income to the Insurance segment's operating income below.
As of December 30, 2012, HGI's Insurance segment had a net U.S. GAAP book value of $1.3 billion (including AOCI of $422.9 million), up from $1.2 billion as of September 30, 2012. As of December 30, 2012, the Insurance segment's available for sale investment portfolio had $1.0 billion in net unrealized gains on a U.S. GAAP basis. FGL's investment portfolio continues to be conservatively positioned, has shortened the portfolio duration over the past twelve months, and remains well matched against its liability profile.
On December 17, 2012, HGI announced that FGL had received approval from the Maryland Insurance Administration to enter into a reinsurance treaty with Front Street Re (Cayman) Ltd., also a wholly-owned subsidiary of HGI. Under the terms of the reinsurance treaty, Fidelity & Guaranty Life ceded approximately 10%, or approximately $1.5 billion of liabilities, of its annuity business to Front Street Re. The transaction was effective December 31, 2012, for which the effects will be eliminated in consolidation.
About Harbinger Group Inc.
Harbinger Group Inc. (“HGI”; NYSE: HRG) is a diversified holding company. HGI's principal operations are conducted through subsidiaries that offer life insurance and annuity products; and branded consumer products, such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products. HGI is principally focused on acquiring controlling and other equity stakes in businesses across a diversified range of industries and growing its existing businesses. In addition to HGI's intention to acquire controlling equity interests, HGI may also from time to time make investments in debt instruments and acquire minority equity interests in companies. Harbinger Group Inc. is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HGI, visit: www.harbingergroupinc.com.
http://www.businesswire.com/news/home/20130208005177/en/Harbinger-Group-Reports-Quarter-Fiscal-2013-Results
Enterprising Investor
11 years ago
Harbinger Group Inc. Announces Launch of Debt Offering (12/10/12)
NEW YORK--(BUSINESS WIRE)--Harbinger Group Inc. (“HGI” or the “Company”; NYSE: HRG) announced today an offering of $650 million in aggregate principal amount of senior secured notes. The Company expects to use the net proceeds from the issuance of the notes to refinance its existing 10.625% senior secured notes due November 15, 2015 and for working capital by it and its subsidiaries and for general corporate purposes, including the financing of future acquisitions and businesses.
The offering will be made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.
The notes to be issued in the offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Forward Looking Statements
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Some of the statements contained in the Press Release and certain oral statements made by our representatives from time to time regarding the matters discussed herein are or may be forward-looking statements. Such forward-looking statements are based upon management's current expectations that are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such forward-looking statements. These statements and other forward-looking statements made from time-to-time by HGI and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of HGI, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may” or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, the risk that closing of the acquisition of the residential hardware and home improvement business of Stanley Black & Decker, Inc. and certain of its subsidiaries by Spectrum Brands, Inc. or HGI Energy Holdings, LLC’s joint venture transaction with EXCO Resources, Inc. (“Energy Transaction”) to create a private oil and gas limited partnership (the “Partnership”) will not occur, will be delayed or will close on terms materially different than expected, including, in the case of the Energy Transaction, (i) as a result of title and environmental diligence of properties to be acquired, commodity price risks, drilling and production risks, (ii) financing plans for the Partnership and the Energy Transaction, (iii) reserve estimates and values, statements about the Partnership’s properties and potential reserves and production levels. Other factors could cause actual results, events and developments to differ include, without limitation, the ability of HGI’s subsidiaries (including, following the closing of the Energy Transaction, the Partnership) to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, that HGI may not be successful in identifying any suitable future acquisition opportunities, the risks that may affect the performance of the operating subsidiaries of HGI and those factors listed under the caption “Risk Factors” in HGI’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. HGI does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.
About Harbinger Group, Inc.
Harbinger Group Inc. (“HGI”; NYSE: HRG) is a diversified holding company. HGI’s principal operations are conducted through subsidiaries that offer life insurance and annuity products, and branded consumer products such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products. HGI is principally focused on acquiring controlling and other equity stakes in businesses across a diversified range of industries and growing its existing businesses. In addition to HGI’s intention to acquire controlling equity interests, HGI may also from time to time make investments in debt instruments and acquire minority equity interests in companies. Harbinger Group Inc. is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HGI, visit: www.harbingergroupinc.com.
Contacts
Investors:
Harbinger Group Inc.
Investor Relations
Tara Glenn, 212-906-8560
investorrelations@harbingergroupinc.com
or
Media:
Sard Verbinnen & Co
Jamie Tully/Michael Henson, 212-687-8080
http://www.businesswire.com/news/home/20121210005800/en/Harbinger-Group-Announces-Launch-Debt-Offering
Enterprising Investor
11 years ago
HRG Announces Launch of Tender Offer and Consent Solicitation for its 10.625% Senior Secured Notes Due November 15, 2015 (12/10/12)
NEW YORK--(BUSINESS WIRE)--Harbinger Group Inc. (“HGI” or the “Company”; NYSE: HRG) announced today that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $500,000,000 aggregate principal amount of 10.625% Senior Secured Notes Due November 15, 2015 (the “Notes”). In connection with the Tender Offer, the Company is also seeking consents (the “Consent Solicitation”) to proposed amendments to the indenture, dated November 15, 2010 (the “Indenture”), which governs the Notes.
The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated December 10, 2012 and the related Consent and Letter of Transmittal (the “Offer to Purchase and Consent Solicitation Materials”).
Information related to the Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The tender offer documents more fully set forth the terms of the Tender Offer and the Consent Solicitation Materials.
Holders who validly tender their Notes prior to 5:00 p.m., Eastern time, on Friday, December 21, 2012 (the “Early Tender Deadline”) will be eligible to receive total consideration of $1,091.81 per $1,000 principal amount of Notes, which includes a consent payment of $20.00 per $1,000 principal amount of Notes tendered. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration, including the consent payment. A Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent.
The Tender Offer is scheduled to expire at Midnight, Eastern time, on Tuesday, January 8, 2013, unless extended or earlier terminated by the Company (the “Expiration Time”).
Holders who validly tender their Notes after the Early Tender Deadline, but before the Expiration Time, will receive the Tender Offer Consideration of $1,071.81 per $1,000 principal amount of Notes tendered.
Upon the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement Materials, payment for Notes accepted for purchase will be made (a) with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, promptly after such acceptance for purchase (which is currently expected to be December 24, 2012, unless the Early Tender Deadline is extended), and (b) with respect to Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time, promptly after the Expiration Time (which is currently expected to be January 9, 2013, unless the Tender Offer is extended).
Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the date on which such Notes are purchased.
Tendered Notes may be withdrawn at any time before the earlier of: (i) 5:00 p.m. Eastern time, on Friday, December 21, 2012, unless extended by the Company (the “Withdrawal Deadline”); and (ii) the date a supplemental indenture is executed, which is expected to be on or promptly following the receipt of the Requisite Consents (as defined in the Offer to Purchase and Consent Solicitation Materials). Holders of Notes who tender their Notes after the Withdrawal Deadline, but on or prior to the Expiration Time, may not withdraw their tendered Notes.
In the event that the Company receives the requisite consents of (a) a majority of the aggregate principal amount of the outstanding Notes to certain Proposed Amendments (as such term is defined in the Offer to Purchase and Consent Solicitation Materials) and (b) at least 75% of the aggregate principal amount of the outstanding Notes to certain Additional Proposed Amendments (as such term in defined in the Offer to Purchase Consent Solicitation Materials) the Company will enter into one or more supplemental indentures reflecting the Proposed Amendments and the Additional Proposed Amendments, as applicable.
The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the Company successfully completing one or more debt financing transactions as described in the Offer to Purchase and Consent Solicitation Materials. Subject to applicable law, the Company may also extend, amend or terminate the Tender Offer and Consent Solicitation at any time before the Expiration Time in its sole discretion.
The Company has retained Deutsche Bank Securities Inc. to act as the dealer manager (the “Dealer Manager”) for the Tender Offer and Consent Solicitation. D.F. King & Co., Inc. will act as the Information Agent and the Depositary for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation should be directed to Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 431-9633 (toll-free).
None of the representatives or employees of the Company, any of its subsidiaries or affiliates, the Dealer Manager, the Information Agent or Wells Fargo Bank, National Association, as trustee under the Indenture, make any recommendations as to whether or not holders of the Notes should issue their consents pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such recommendations.
This press release does not constitute a solicitation of consents of holders of the Notes and shall not be deemed a solicitation of consents with respect to any other securities of the Company. The Tender Offer and Consent Solicitation will be made solely by the Offer to Purchase and Consent Solicitation and the accompanying consent form. All statements herein regarding the terms of Tender Offer and Consent Solicitation, the proposed amendments, any supplemental indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to Purchase and Consent Solicitation Statement and the accompanying consent form, the supplemental indenture and the Indenture. The completion of the Tender Offer and the Consent Solicitation and the execution of any supplemental indenture is subject to a number of conditions. No assurance can be given that any such Consent Solicitation can or will be completed on terms that are acceptable to the Company, or at all, or that a supplemental indenture will be executed.
Forward Looking Statements
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Some of the statements contained in the Press Release and certain oral statements made by our representatives from time to time regarding the matters discussed herein are or may be forward-looking statements. Such forward-looking statements are based upon management's current expectations that are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such forward-looking statements. These statements and other forward-looking statements made from time-to-time by HGI and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of HGI, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may” or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, the risk that closing of the acquisition of the residential hardware and home improvement business of Stanley Black & Decker, Inc. and certain of its subsidiaries by Spectrum Brands, Inc. or HGI Energy Holdings, LLC’s joint venture transaction with EXCO Resources, Inc. (“Energy Transaction”) to create a private oil and gas limited partnership (the “Partnership”) will not occur, will be delayed or will close on terms materially different than expected, including, in the case of the Energy Transaction, (i) as a result of title and environmental diligence of properties to be acquired, commodity price risks, drilling and production risks, (ii) financing plans for the Partnership and the Energy Transaction, (iii) reserve estimates and values, statements about the Partnership’s properties and potential reserves and production levels. Other factors could cause actual results, events and developments to differ include, without limitation, the ability of HGI’s subsidiaries (including, following the closing of the Energy Transaction, the Partnership) to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, that HGI may not be successful in identifying any suitable future acquisition opportunities, the risks that may affect the performance of the operating subsidiaries of HGI and those factors listed under the caption “Risk Factors” in HGI’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. HGI does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.
About Harbinger Group, Inc.
Harbinger Group Inc. (“HGI”; NYSE: HRG) is a diversified holding company. HGI’s principal operations are conducted through subsidiaries that offer life insurance and annuity products, and branded consumer products such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products. HGI is principally focused on acquiring controlling and other equity stakes in businesses across a diversified range of industries and growing its existing businesses. In addition to HGI’s intention to acquire controlling equity interests, HGI may also from time to time make investments in debt instruments and acquire minority equity interests in companies. Harbinger Group Inc. is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HGI, visit: www.harbingergroupinc.com.
Contacts
Investors:
Harbinger Group Inc.
Investor Relations
Tara Glenn, 212-906-8560
investorrelations@harbingergroupinc.com
or
Media:
Sard Verbinnen & Co
Jamie Tully/Michael Henson, 212-687-8080
http://www.businesswire.com/news/home/20121210005801/en/Harbinger-Group-Announces-Launch-Tender-Offer-Consent
Enterprising Investor
11 years ago
HRG Establishes Energy Operating Business through $725 Million Joint Venture with EXCO Resources (11/05/12)
Transaction further diversifies HGI by establishing new Energy operating business to complement existing, highly-successful Consumer Products and Insurance & Financial Services businesses
• HGI to have approximately 75% equity interest in partnership holding long-life, low geological-risk conventional oil and gas assets that generate steady production and reliable cash flows
• With transaction completion, HGI expects dividends from all subsidiaries to comfortably exceed $100 million annually and to surpass HGI’s existing interest and dividend payments
• Transaction also offers additional value accretion potential as natural gas prices continue to recover over the long term
• Experienced EXCO team will continue to manage and grow the assets for increased shareholder value
NEW YORK--(BUSINESS WIRE)--Harbinger Group Inc. ("HGI" or the "Company"; NYSE: HRG) today announced a joint venture with EXCO Resources, Inc. (“EXCO”; NYSE: XCO) to create a private oil and gas limited partnership (the “Partnership”) that will purchase and operate EXCO’s producing U.S. conventional oil and gas assets, for a total consideration of $725 million.
Under the terms of the agreement, the Partnership will own EXCO’s conventional oil and natural gas assets in West Texas including and above the Canyon Sand formation as well as in the Danville, Waskom, Holly and Vernon fields in East Texas and North Louisiana. The more than 520 billion cubic feet equivalent (Bcfe) of estimated proved reserves are approximately 82% proved developed producing, with long-lived and predictable production profiles. Approximately 84% of the reserves are natural gas (55% of current revenues), 8% are oil (35% of current revenues), and 8% are natural gas liquids (10% of current revenues). The assets include about 1,400 producing wells and approximately 124,000 net leasehold acres, of which 91% are held by production. Additionally, EXCO and HGI intend to opportunistically add incremental cash flow to the Partnership through the acquisition of other mature, conventional assets over time.
"This is an exciting transaction for HGI that adds a long-life, proven conventional oil and gas business with strong cash flows to our group of diversified businesses,” said HGI's President, Omar Asali. “We believe this deal will create long-term value by anchoring our new energy operating business with a long-duration gas asset at a time when natural gas is trading near historically-low levels. Our permanent capital structure enables us to take a long-term view on the value of natural gas, while we benefit from reliable cash streams from conservatively-hedged producing wells. The cash flow from the Partnership, together with dividends from our other operating subsidiaries, is expected to comfortably exceed $100 million and more than cover HGI’s existing annual interest and dividend payments. At the same time, we expect the Partnership will retain ample cash flow to reinvest in the business, maintain production and position it for further growth.”
“We are excited to be entering this partnership with HGI,” said Douglas Miller, EXCO’s Chief Executive Officer. “They are long-term investors who share our vision for generating value and upside potential from these assets while exploring further opportunities for both EXCO and HGI.”
Mr. Asali added, “This venture fits perfectly with our strategy of buying valuable businesses and supporting their growth and success by giving them access to long-term capital and partnering with high-quality, proven management teams. Our relationship with EXCO goes back several years, and they are excellent operators with the right industry expertise to drive value creation for both HGI and EXCO.”
As natural gas prices begin to rise from near historical lows, this joint venture is expected to allow HGI to create significant value through its long-term exposure to a potential cyclical upturn in the natural gas market. The Partnership also intends to conservatively hedge its production, generating reliable cash flows and protecting against unexpected, prolonged softness in natural gas prices.
The addition of an Energy business line to its business portfolio allows HGI to further diversify its sources of revenues and cash flows. The oil and gas business has traditionally exhibited low correlations to consumer products and insurance and financial services, which are HGI’s other primary businesses.
Transaction Details
Under the terms of the agreement, the Partnership will acquire oil and gas assets from EXCO for approximately $725 million of total consideration, subject to customary closing adjustments. The purchase by the Partnership will be funded with approximately $225 million of bank debt, $372.5 million in cash contributed from HGI and $127.5 million in oil and gas properties and related assets being contributed by EXCO. In exchange for its cash investment, HGI will receive a 75% limited partnership interest in the Partnership and a 50% member interest in the general partner of the Partnership (the “General Partner”). The General Partner will own a 2% interest in the Partnership, thus giving HGI directly and indirectly a net 74.5% total equity interest in the Partnership. In exchange for its asset contribution, EXCO will receive approximately $597.5 million in cash proceeds as well as a 25% limited partner interest and a 50% member interest in the General Partner, for a net 25.5% total equity interest in the Partnership. EXCO will continue to operate the assets. The Partnership has been structured with incentive distribution rights to the General Partner intended to give EXCO upside and incentives to maintain efficient operations and grow cash flows for the benefit of all partners of the Partnership. In addition, HGI and EXCO will each own a 50% member interest in the General Partner and each will have equal representation on the General Partner’s board of directors.
The transaction, which has been approved by the Boards of Directors of Harbinger Group Inc. and EXCO Resources, Inc., is subject to customary closing conditions, including title and environmental reviews, receipt of applicable approvals and consents and receipt of bank debt at the Partnership in accordance with the terms of the purchase agreement. The transaction is expected to close in early 2013.
HGI’s financial advisor for this transaction is Citigroup and its legal advisors were Andrews Kurth LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP.
The foregoing summary does not purport to be a complete description of the transaction and related agreements. Interested parties should read HGI’s other announcements and public filings regarding this transaction and related agreements by reviewing HGI’s filings with the Securities and Exchange Commission (www.sec.gov).
About Harbinger Group Inc.
Harbinger Group Inc. ("HGI"; NYSE: HRG) is a diversified holding company. HGI’s principal operations are conducted through subsidiaries that offer life insurance and annuity products, and branded consumer products such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products. HGI is principally focused on acquiring controlling and other equity stakes in businesses across a diversified range of industries and growing its existing businesses. In addition to HGI’s intention to acquire controlling equity interests, HGI may also from time to time make investments in debt instruments and acquire minority equity interests in companies. Harbinger Group Inc. is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HGI, visit: www.harbingergroupinc.com.
About EXCO Resources, Inc.
EXCO Resources, Inc. is an oil and natural gas acquisition, exploitation, development and production company headquartered in Dallas, Texas with principal operations in East Texas, North Louisiana, Appalachia and West Texas.
Forward Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: Some of the statements contained in the Press Release and certain oral statements made by our representatives from time to time regarding the matters discussed herein, including those statements related to the proposed transaction and its effects on HGI, including future dividends expected to be received by HGI, are or may be forward-looking statements. Such forward-looking statements are based upon management's current expectations that are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such forward-looking statements. These statements and other forward-looking statements made from time-to-time by HGI and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of HGI, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, the risk that closing of the transaction will not occur, will be delayed or will close on terms materially different than expected (including as a result of title and environmental diligence of properties to be acquired, commodity price risks, drilling and production risks), financing plans for the Partnership and the transaction, reserve estimates and values, statements about the Partnership properties and potential reserves and production levels, the ability of HGI’s subsidiaries (including the Partnership) to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, that HGI may not be successful in identifying any suitable future acquisition opportunities, the risks that may affect the performance of the operating subsidiaries of HGI and those factors listed under the caption "Risk Factors" in HGI’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. HGI does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.
Contacts
Investors:
Harbinger Group Inc.
Tara Glenn, 212-906-8560
Investor Relations
investorrelations@Harbingergroupinc.com
or
Media:
Sard Verbinnen & Co
Jamie Tully/Michael Henson, 212-687-8080
http://www.businesswire.com/news/home/20121105005589/en/Harbinger-Group-Establishes-Energy-Operating-Business-725
Enterprising Investor
12 years ago
HRG Grows Consumer Segment Through Spectrum Brands Acquisition of Stanley Black & Decker’s Hardware & Home Improvement Group (10/09/12)
NEW YORK--(BUSINESS WIRE)--Harbinger Group Inc. ("HGI" or the "Company"; NYSE: HRG) today announced that Spectrum Brands Holdings, Inc. (“Spectrum Brands”; NYSE: SPB), HGI's majority owned global and diversified consumer products subsidiary, has signed a definitive agreement to acquire the Hardware & Home Improvement Group (“HHI”) of Stanley Black & Decker, Inc. (NYSE: SWK) for $1.4 billion in cash.
We are extremely excited about this significant transaction, which is expected to increase Spectrum Brands’ top line growth and margins, and be significantly and immediately accretive to Spectrum Brands EPS, EBITDA and free cash flow before synergies,” said HGI's President, Omar Asali. “This transaction adds renowned brands with top market share positions in growing markets, which will increase Spectrum Brands’ scale and product diversity while creating a platform for significant future global growth. Executing on these types of strategic transactions is a testament to the shared commitment of the Spectrum Brands management team and HGI as the majority shareholder to continue to drive value creation for all shareholders over time.”
HHI is a manufacturer of residential locksets, residential builders’ hardware and faucets for residential application with such renowned brands as Kwikset, Weiser, Baldwin, National Hardware, Stanley, FANAL, Pfister and EZSET.
For additional details on Spectrum Brands’ acquisition of HHI and any other related announcements and any changes thereto (if any), please refer to the Investor Relations section of the Spectrum Brands website, at www.spectrumbrands.com. Interested parties may also read Spectrum Brands’ press release, dated October 9, 2012, regarding the HHI acquisition, a copy of which is attached as Exhibit A below.
About Harbinger Group Inc.
Harbinger Group Inc. ("HGI"; NYSE: HRG) is a diversified holding company. HGI’s principal operations are conducted through subsidiaries that offer life insurance and annuity products, and branded consumer products such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products. HGI is principally focused on acquiring controlling and other equity stakes in businesses across a diversified range of industries and growing its existing businesses. In addition to HGI’s intention to acquire controlling equity interests, HGI may also from time to time make investments in debt instruments and acquire minority equity interests in companies. Harbinger Group Inc. is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HGI, visit: www.harbingergroupinc.com.
About Spectrum Brands Holdings, Inc.
On January 7, 2011, HGI completed the first step of its business strategy with the acquisition of Spectrum Brands Holdings, Inc. (NYSE: SPB). Spectrum Brands continues as a stand-alone company with its common stock traded on the New York Stock Exchange. Spectrum Brands, a member of the Russell 2000 Index, is a global and diversified consumer products company and a leading supplier of batteries, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn & garden and home pest control products, personal insect repellents and portable lighting. Helping to meet the needs of consumers worldwide, Spectrum Brands offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, Varta®, Remington®, George Foreman®, Black & Decker®, Russell Hobbs®, Toastmaster®, Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot® and Black Flag®. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in approximately 120 countries. With nearly 6,000 employees in 43 countries, Spectrum Brands generated net sales of approximately $3.2 billion in Fiscal 2011. For more information on Spectrum Brands, visit: www.spectrumbrands.com.
Forward Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: Some of the statements contained in the Press Release, including those statements related to acquisition of HHI and related activities, are or may be forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by such forward-looking statements. These statements and other forward-looking statements made from time-to-time by HGI and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of HGI, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, the ability of HGI’s subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, the risk that HGI may not be successful in identifying any suitable future acquisition opportunities, the risks that may affect the performance of the operating subsidiaries of HGI and those factors listed under the caption "Risk Factors" in HGI’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither HGI nor any of its affiliates undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.
Exhibit A
FOR IMMEDIATE RELEASE
Contacts
Investors:
Dave Prichard
Spectrum Brands Holdings
608.278.6141
Media:
Jamie Tully/Michael Henson
Sard Verbinnen & Co
212.687.8080
http://www.businesswire.com/news/home/20121009005967/en/Harbinger-Group-Grows-Consumer-Segment-Spectrum-Brands
Enterprising Investor
12 years ago
Spectrum Brands Holdings to Acquire Stanley Black & Decker’s Hardware & Home Improvement Group for $1.4 Billion in Cash (10/09/12)
Adds leading maker of residential locksets, residential builders’ hardware and faucets with #1 positions in key North American markets and portfolio of renowned brands
• Increases Spectrum Brands’ top-line growth and margins and is expected to be significantly and immediately accretive to EPS, EBITDA and free cash flow
• Increases Spectrum Brands’ scale and product diversity, further strengthens relationships with core retail partners, provides attractive cross-selling opportunities, and creates platform for significant future global growth
• Brings best-in-class Hardware & Home Improvement team with proven track record of product innovation, operational excellence and cost-efficiency
• Strong free cash flow will enable Spectrum Brands to deleverage balance sheet to return to total leverage ratio of 2.5-3.5x in approximately two years
• Company reaffirms plan to make regular quarterly dividend payments of $0.25 per share and will evaluate increasing dividend in future years based on free cash flow growth
MADISON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products company with market-leading brands, announced today that it has signed a definitive agreement to acquire the Hardware & Home Improvement Group (“HHI”) of Stanley Black & Decker, Inc. (NYSE: SWK) for $1.4 billion in cash.
HHI is a manufacturer of residential locksets, residential builders’ hardware and faucets for residential applications with such renowned brands as Kwikset, Weiser, Baldwin, National Hardware, Stanley, FANAL, Pfister and EZSET. HHI is a leader in its key markets with #1 positions in U.S. residential locksets (Kwikset), Canada residential locksets (Weiser), U.S. luxury locksets (Baldwin), and U.S. builders’ hardware (Stanley/National Hardware), and a top 5 position in U.S. faucets (Pfister).
HHI generated net sales of approximately $985 million and adjusted EBITDA of $188 million for the 12 months ended June 30, 2012.1 Approximately 85 percent of HHI’s annual revenues are generated in North America, with more than 40 percent coming through U.S. home improvement centers.
The acquisition is expected to increase Spectrum Brands’ top-line growth and margins, and to be immediately accretive to EPS, EBITDA and free cash flow before synergies. EPS accretion pro forma for a full year of results is expected to be between $0.75 to $0.80 per share in fiscal 2013 and EPS accretion in fiscal 2014 is expected to exceed $1.00 per share, excluding one-time transaction and integration costs and including synergies. The acquisition also is expected to add more than an incremental $90 million of free cash flow in the first two years after closing.
“This is a good acquisition for Spectrum Brands that will increase total revenues to over $4 billion and add renowned brands with top market share positions in the growing and profitable hardware and home products business,” said Dave Lumley, Chief Executive Officer of Spectrum Brands. “The scale and expanded product offering we gain will further balance our sales profile and provide exciting cross-selling opportunities from expanding sales of Spectrum Brands’ products to major U.S. home improvement centers and increasing HHI sales to leading global mass merchants and other Spectrum Brands’ retailers. Spectrum’s and HHI’s product lines are completely complementary, significantly expanding our portfolio of products. HHI will also give us an additional platform for global growth using our existing international infrastructure, as well as entry into the growing market of integrated residential security, fire and lighting solutions.”
Mr. Lumley continued, “We remain committed to a strong balance sheet, including our long-term objective of achieving a total leverage ratio between 2.5 and 3.5 times. HHI’s strong operating margins and relatively low capital intensity are expected to generate significant free cash flow, helping us to repay debt and return to our current leverage ratio in approximately two years. We are also reaffirming plans to initiate a regular quarterly dividend of $0.25 per share in fiscal 2013, and will evaluate increasing the dividend in future years based on free cash flow growth.”
On a combined basis for the 12 months ended July 1, 2012, HHI would have accounted for 23 percent of Spectrum Brands’ total revenues and 28 percent of adjusted EBITDA.i On the same basis for Spectrum Brands’ three current segments, Global Batteries & Appliances would have accounted for 53 percent of revenues and 46 percent of adjusted EBITDA; Home & Garden would have accounted for 9 percent of revenues and 13 percent of adjusted EBITDA; and Pet Supplies would have accounted for 14 percent of revenues and 16 percent of adjusted EBITDA, in each case, excluding corporate/unallocated items from segment EBITDA.
Following the closing of the transaction, HHI will operate as a separate unit within Spectrum Brands and be managed by Greg Gluchowski, current President of the HHI Group at Stanley Black & Decker. He will report to Spectrum Brands CEO David Lumley and will continue to oversee a highly experienced HHI management team with a proven track record of innovation, operational excellence and profitable growth.
Mr. Lumley said, “We welcome Greg and his outstanding team from HHI. He is a proven leader, with a strong record of driving profitable growth and product innovation and development. We look forward to Greg and his team playing strong roles in the continued growth and success of Spectrum Brands.”
“Spectrum Brands and HHI share the common goals of building and growing strong consumer brands with a dedication to innovative product design and technology,” said Mr. Gluchowski. “We are excited to join the Spectrum Brands team, and look forward to being a strong and significant contributor to the overall business as we continue to grow HHI globally.”
David Maura, Chairman of Spectrum Brands and Managing Director and Executive Vice President of Harbinger Group, Inc. (NYSE: HRG), Spectrum Brands’ majority shareholder, said, “We continue to be strong supporters of Spectrum Brands and believe there is significantly more value to be realized in the years ahead. Through both organic growth and acquisitions, Spectrum Brands has built a profitable $3 billion global consumer products company with a diverse stable of well-known and largely non-discretionary replacement brands. The addition of HHI is consistent with our strategy and we are confident that we are acquiring the business at an attractive entry point and that the benefits of our increased scale, diversity, margins and free cash flow generation will accrue to our shareholders over time.”
Transaction Details
The acquisition of HHI also includes certain assets of Tong Lung Metal Industry Co. Ltd. (“Tong Lung”), a Taiwanese manufacturer of residential and commercial locksets with facilities in Taiwan and the Philippines. Spectrum Brands will pay $1.4 billion in cash at closing for HHI and the Tong Lung assets, adjusted for net debt and working capital. The purchase price and associated transaction fees and expenses are expected to be funded through a new term loan, which will replace the Company’s existing term loan credit facility, and new senior unsecured notes through the Company’s wholly owned subsidiary Spectrum Brands, Inc. As part of this transaction, Spectrum Brands has received financing commitments from Deutsche Bank and Barclays.
The transaction is expected to close in two stages. The financing and the acquisition of HHI are expected to close during the Company’s first quarter of fiscal 2013 ending December 31, 2012. The acquisition of the Tong Lung assets is expected to occur during the Company’s second quarter of fiscal 2013. $100 million of the purchase price will be held in escrow from the financing until the subsequent closing of the Tong Lung portion of the acquisition. The closing of the transaction, which has been approved by the Boards of Directors of both Spectrum Brands and Stanley Black & Decker, is subject to customary closing conditions, including receipt of applicable regulatory approvals.
Spectrum Brands’ lead financial advisor for this transaction is Deutsche Bank and its legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison LLP. Barclays also advised Spectrum Brands on the transaction.
Conference Call
Spectrum Brands will host a conference call today, October 9, 2012 at 8:30 a.m. Eastern Time (7:30 a.m. Central Time), to discuss the announcement, which can be accessed as follows:
North America: 800.591.6944
International: 617.614.4910
Participant Pass Code: 32366958
A slide presentation and live audio webcast will be available through the investor relations section of Spectrum Brands’ website at www.spectrumbrands.com. A replay of the conference call also will be available through the Company’s website.
Supplemental information regarding the proposed acquisition of HHI will be available in the investor relations section of the Company’s website at www.spectrumbrands.com.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index, is a global and diversified consumer products company and a leading supplier of batteries, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn & garden and home pest control products, personal insect repellents and portable lighting. Helping to meet the needs of consumers worldwide, the Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, Remington®, Varta®, George Foreman®, Black & Decker®, Toastmaster®, Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot® and Black Flag®. Spectrum Brands Holdings' products are sold by the world's top 25 retailers and are available in more than one million stores in more than 120 countries. Spectrum Brands Holdings generated net sales of approximately $3.2 billion in fiscal 2011. For more information, visit www.spectrumbrands.com.
Forward-Looking Statements
Certain matters discussed in this news release and other oral and written statements by representatives of the Company regarding the HHI acquisition and matters such as expected sales, adjusted EBITDA, other measures of financial performance, and the financial impact of other acquisitions may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release. Actual results may differ materially as a result of (1) Spectrum Brands Holdings' ability to manage and otherwise comply with its covenants with respect to its significant outstanding indebtedness, (2) the inability to integrate, and to realize synergies from, the combined businesses of Spectrum Brands and its acquired companies, including HHI, FURminator, Russell Hobbs and other acquisitions, (3) changes and developments in external competitive market factors, such as introduction of new product features or technological developments, development of new competitors or competitive brands or competitive promotional activity or spending, (4) changes in consumer demand for the various types of products Spectrum Brands Holdings offers, (5) unfavorable developments in the global credit markets, (6) the impact of overall economic conditions on consumer spending, (7) fluctuations in commodities prices, the costs or availability of raw materials or terms and conditions available from suppliers, (8) changes in the general economic conditions in countries and regions where Spectrum Brands Holdings does business, such as stock market prices, interest rates, currency exchange rates, inflation and consumer spending, (9) Spectrum Brands Holdings' ability to successfully implement manufacturing, distribution and other cost efficiencies and to continue to benefit from its cost-cutting initiatives, (10) Spectrum Brands Holdings' ability to identify, develop and retain key employees, (11) unfavorable weather conditions and various other risks and uncertainties, including those discussed herein and those set forth in Spectrum Brands Holdings' and Spectrum Brands' securities filings, including the most recently filed Annual Report on Form 10-K for Spectrum Brands, Inc. or Quarterly Reports on Form 10-Q. Spectrum Brands Holdings also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands Holdings and management's reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market.
Spectrum Brands Holdings also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Spectrum Brands Holdings undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.
http://www.businesswire.com/news/home/20121009005737/en/Spectrum-Brands-Holdings-Acquire-Stanley-Black-Decker%E2%80%99s
Level up your trading with our powerful tools and real-time insights all in one place.
PennyMaster
11 years ago
Penny Roger$
12 years ago
Hot Features
Premium
