UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Novatel
Wireless, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
66987M604
(CUSIP Number)
Andrea L. Mancuso
460 Herndon Parkway, Suite 150
Herndon, VA 20170
(703)
456-4100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 24, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 66987M604 |
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SCHEDULE 13D
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1 |
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NAME OF
REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HC2 Holdings 2,
Inc. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
AF |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) x |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
11,473,799 |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
11,473,799 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,473,799 |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 23.3% |
14 |
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TYPE OF REPORTING PERSON
CO |
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CUSIP No. 66987M604 |
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3
of 6 Pages |
SCHEDULE 13D
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1 |
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NAME OF
REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HC2 Holdings,
Inc. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
BK |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) x |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
11,473,799 |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
11,473,799 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,473,799 |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 23.3% |
14 |
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TYPE OF REPORTING PERSON
CO |
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CUSIP No. 66987M604 |
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SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 2 (Amendment No. 2) amends the Schedule 13D filed on September 16, 2014, as amended by Amendment
No. 1 filed on November 21, 2014 (as amended, the Schedule 13D), and relates to the shares of Common Stock, $0.001 par value (the Shares), of Novatel Wireless, Inc. (the Issuer). The
Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
This Schedule 13D
is being filed by HC2 Holdings 2, Inc., a Delaware corporation (HC2 Holdings), and HC2 Holdings, Inc., a Delaware corporation (HC2 and, together with HC2 Holdings, the Reporting Persons).
The Shares reported in this Schedule 13D are held directly by HC2 Holdings. HC2 Holdings is a wholly owned subsidiary of HC2. HC2 does not directly own any
securities of the Issuer. However, as a result of HC2s ownership of all of HC2 Holdings equity, HC2 may be deemed to beneficially own the securities of the Issuer directly owned by HC2 Holdings. HC2 specifically disclaims beneficial
ownership in the Shares reported herein, except to the extent it actually exercises voting or dispositive power with respect to such Shares.
Mr. Philip A. Falcone, the President, Chief Executive Officer and Chairman of the Board of Directors of HC2, previously reported shared beneficial
ownership of the Shares. At that time, Mr. Falcone was also the Chief Executive Officer and Chairman of the Board of Directors of Harbinger Group Inc. (HGI) and reported shared beneficial ownership of the shares of HC2 common
stock owned by HGI. On November 25, 2014, Mr. Falcone resigned his positions with HGI, following which Mr. Falcone now reports beneficial ownership of 4.5% of the HC2 common stock according to an amendment to Mr. Falcones
Schedule 13D filed by Mr. Falcone on December 3, 2014 with respect to his ownership of HC2 common stock. As a result of the foregoing developments, this Item 2 does not include information with respect to Mr. Falcone in his
capacity as the beneficial owner of Shares.
The information required by General Instruction C to Schedule 13D with respect to the executive officers and
directors of HC2 Holdings and HC2 has been updated and is listed on Schedule A hereto under the heading HC2 Holdings Executive Officers and Directors and HC2 Executive Officers and Directors, respectively. Certain
additional information required by this Item 2 and General Instruction to Schedule 13D is set forth on Schedule A which is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
On
February 24, 2015, HC2 Holdings sold 586,095 Shares and warrants to purchase 293,047 Shares in a privately negotiated transaction for a total purchase price of $1,025,666.17. As a result, HC2 Holdings owns 7,649,199 Shares and warrants to
purchase 3,824,600 Shares at an exercise price of $2.26 per Share.
(a, b) As of the date hereof, HC2 Holdings may be deemed to be the beneficial owner of
11,473,799 Shares, representing the beneficial ownership of 23.3% of the Shares.
HC2 Holdings has the sole power to vote or direct the vote of none of
the Shares; has the shared power to vote or direct the vote of 11,473,799 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 11,473,799 Shares.
(a, b) As of the date hereof, HC2 may be deemed to be the beneficial owner of 11,473,799 Shares, representing the beneficial ownership of 23.3% of the Shares.
HC2 has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 11,473,799 Shares; has sole
power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 11,473,799 Shares.
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SCHEDULE 13D
(c) Except as set forth above or previously reported in the Schedule 13D, the Reporting Persons have not
effected any transactions in the Shares.
(e) See Item 2 above.
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CUSIP No. 66987M604 |
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SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 26, 2015
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HC2 HOLDINGS 2, INC. |
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By: |
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/s/ Mesfin Demise |
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Name: Mesfin Demise |
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Title: Chief Financial Officer and Director |
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HC2 HOLDINGS, INC. |
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By: |
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/s/ Mesfin Demise |
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Name: Mesfin Demise |
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Title: Chief Financial Officer |
Exhibit A
HC2 Holdings Executive Officers and Directors
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Name |
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Business Address |
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Citizenship |
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Principal Occupation |
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Philip A. Falcone |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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President, Chief Executive Officer and Chairman of the Board of Directors |
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Keith Hladek |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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Vice Chairman, Chief Operating Officer and Director |
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Mesfin Demise |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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U.S. |
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Chief Financial Officer and Director |
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Andrea L. Mancuso |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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U.S. |
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Acting General Counsel and Corporate Secretary |
HC2 Executive Officers and Directors
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Name |
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Business Address |
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Citizenship |
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Principal Occupation |
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Philip A. Falcone |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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President, Chief Executive Officer and Chairman of the Board of Directors |
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Robert M. Pons |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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Executive Vice President of Business Development and Director |
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Keith Hladek |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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Chief Operating Officer |
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Mesfin Demise |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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U.S. |
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Chief Financial Officer |
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Paul Voigt |
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460 Herndon Parkway Suite 150,
Herndon, VA 20170 |
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U.S. |
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Senior Managing Director |
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Ian Estus |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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Managing Director - Investments |
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Andrea L. Mancuso |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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U.S. |
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Acting General Counsel and Corporate Secretary |
Exhibit A
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Wayne Barr, Jr. |
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450 Park Avenue 30th Floor,
New York, NY 10022 |
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U.S. |
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Director |
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Robert V. Leffler, Jr. |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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U.S. |
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Director |
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Daniel Tseung |
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460 Herndon Parkway, Suite 150,
Herndon, VA 20170 |
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Hong Kong |
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Director |
Neither of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons,
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Except as set forth below, neither of the Reporting Persons, and none of the executive officers or directors of the
Reporting Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
On September 18, 2013, the United States District Court for the Southern District of New York entered a final judgment (the
Final Judgment) approving a settlement between the SEC and Harbinger Capital Partners LLC (HCP LLC), Harbinger Capital Partners Special Situations GP, LLC (HCPSS) LLC, Harbinger Capital
Partners Offshore Manager, L.L.C., and Philip Falcone (collectively, the HCP Parties), in connection with the two civil actions previously filed against the HCP Parties by the SEC. One civil action alleged that certain HCP Parties
violated the anti-fraud provisions of the federal securities laws by engaging in market manipulation in connection with the trading of the debt securities of a particular issuer from 2006 to 2008. The other civil action alleged that HCP LLC and
Mr. Falcone violated the anti-fraud provisions of the federal securities laws in connection with a loan made by HCPSS to Philip Falcone in October 2009 and in connection with the circumstances and disclosure regarding alleged preferential
treatment of, and agreements with, certain fund investors.
The Final Judgment bars and enjoins Mr. Falcone for a period of five
years (after which he may seek to have the bar and injunction lifted) from acting as or being an associated person of any broker, dealer, investment adviser, municipal securities dealer,
municipal adviser, transfer agent, or nationally recognized statistical rating organization, as those terms are defined in Section 3 of the Securities Exchange Act of 1934 and Section 202 of the
Investment Advisers Act of 1940 (such specified entities, collectively, the Specified Entities). Under the Final Judgment, Mr. Falcone may continue to own and control HGI and its subsidiaries and continue to serve as
HGIs Chief Executive Officer, director and Chairman of HGIs board except that during the period of the bar Mr. Falcone may not, other than as a result of his ownership and control of the HGI and its subsidiaries, engage in any
actions that would result in him being an associated person of certain subsidiaries of HGI that are Specified Entities. During the period of the bar, Mr. Falcone may also remain associated with HCP LLC and other HCP LLC related entities,
provided that, during such time, Mr. Falcones association must be limited as set forth in the Final Judgment. The settlement requires the HCP Parties to pay disgorgement of profits, prejudgment interest, and civil penalties totaling
approximately $18 million.
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