Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
Exhibit
No.
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Description
of Exhibit
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2.1*
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Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated by reference to Exhibit 2.1 to Spectrum’s Current Report on Form 8-K filed with the SEC on February 26, 2018).
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC.
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____________________
* Incorporated by reference
and not filed herewith.
Additional Information and Where You
Can Find It
In connection with the proposed transaction,
on April 10, 2018, HRG filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement
of Spectrum Brands and HRG and that also constitutes a preliminary prospectus for the HRG shares being issued to Spectrum’s
stockholders in the proposed transaction. The registration statement was amended on May 18, 2018 and on June 8, 2018. Spectrum
and HRG also may file other documents with the SEC regarding the proposed transaction. This report is not a substitute for the
joint proxy statement/prospectus or registration statement or any other document which Spectrum and HRG may file with the SEC.
INVESTORS AND SECURITY HOLDERS OF SPECTRUM AND HRG ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus
and other documents filed with the SEC (when available) by HRG and Spectrum through the web site maintained by the SEC at www.sec.gov
or by contacting the investor relations department of HRG or Spectrum at the following:
HRG Group, Inc.
450 Park Avenue, 29th Floor
New York, NY 10022
Attention: Investor Relations
Spectrum Brands Holdings, Inc.
3001 Deming Way
Middleton, WI 53562
Attention: Investor Relations
This report is for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. This report is not a substitute for the prospectus or any other document that
Spectrum and HRG may file with the SEC in connection with the proposed transaction. No offering of securities shall be made, except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
HRG, Spectrum and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding HRG’s directors and executive officers, including a description of their direct interests, by security
holdings or otherwise, is contained in HRG’s Form 10-K for the year ended September 30, 2017, as amended, which is on file
with the SEC. Information regarding Spectrum’s directors and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in Spectrum’s Form 10-K for the year ended September 30, 2017,
which is filed with the SEC. A more complete description is available in the registration statement on Form S-4 and the preliminary
joint proxy statement/prospectus, which is not complete and may be updated.
Forward-Looking Statements
Certain matters discussed in this report
may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried, whenever
possible, to identify these statements by using words like “future,” “anticipate,” “intend,”
“plan,” “estimate,” “believe,” “expect,” “project,” “forecast,”
“could,” “would,” “should,” “will,” “may,” and similar expressions
of future intent or the negative of such terms. 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) the ability to
consummate the announced transaction on the expected terms and within the anticipated time period,
or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the approval of Spectrum’s
and HRG’s stockholders, including Spectrum’s stockholders other than HRG; (2) any delay or inability of the combined
company to realize the expected benefits of the transaction; (3) changes in tax laws, regulations, rates, policies or interpretations;
(4) the value of the combined company shares to be issued in the transaction; (5) the risk of unexpected significant transaction
costs and/or unknown liabilities; (6) potential litigation relating to the proposed transaction; (7) the outcome of Spectrum’s
previously announced transaction to sell the Global Battery and Lighting Business and exploration of strategic options for Spectrum’s
Appliances business, including uncertainty regarding consummation of any such transaction or transactions and the terms of such
transaction or transactions, if any, and, if consummated, Spectrum’s ability to realize the expected benefits of such transaction;
(8) the impact of actions taken by significant stockholders; (9) the impact of expenses resulting from the implementation of new
business strategies, divestitures or current and proposed restructuring activities; (10) the potential disruption to HRG’s
or Spectrum’s business or diverted management attention, and the unanticipated loss of key members of senior management or
other employees, in each case as a result of the announced transaction, the previously announced transaction to sell Spectrum’s
Global Battery and Lighting Business, in connection with the strategic options for Spectrum’s Appliances business or otherwise;
and (11) general economic and business conditions that affect the combined company following the transaction. Risks that could
cause actual risks to differ from those anticipated as of the date hereof include those discussed herein, those set forth in the
securities filings of HRG, including its most recently filed Annual Report on Form 10-K, and those set forth in the combined securities
filings of Spectrum and SB/RH Holdings, LLC, including their most recently filed Annual Report on Form 10-K.
HRG 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 report. HRG 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.