0000950142-11-000520.txt : 20110310 0000950142-11-000520.hdr.sgml : 20110310 20110310171618 ACCESSION NUMBER: 0000950142-11-000520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 GROUP MEMBERS: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19362 FILM NUMBER: 11679397 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 347 840 8677 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 eh129_sc13da6-hgi.htm AMENDMENT NO. 6 eh129_sc13da6-hgi.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)
 
HARBINGER GROUP INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
41146A106
(CUSIP Number)
 
PHILIP FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

March 7, 2011
(Date of Event which Requires Filing
of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).
 
 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 2 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Master Fund I, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
95,932,068
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
95,932,068
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,932,068
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
68.9% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 3 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
95,932,068
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
95,932,068
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,932,068
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
68.9% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 4 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
21,493,161
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
21,493,161
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,493,161
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.4% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 5 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
21,493,161
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
21,493,161
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,493,161
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.4% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 6 of 16


 
1
NAME OF REPORTING PERSON
 
Global Opportunities Breakaway Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
12,434,660
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
12,434,660
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,434,660
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 7 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
12,434,660
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
12,434,660
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,434,660
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 8 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II GP LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
12,434,660
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
12,434,660
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,434,660
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 9 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Holdings, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
117,425,229
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
117,425,229
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
117,425,229
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
84.4% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 10 of 16


 
1
NAME OF REPORTING PERSON
 
Philip Falcone
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
129,859,889
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
129,859,889
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
129,859,889
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
93.3% based on 139,201,939 shares outstanding as of January 7, 2011.
  
14
TYPE OF REPORTING PERSON
 
IN
  


 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 11 of 16

 
Item 1. Security and Issuer.
 
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 19, 2009, as amended by Amendment No. 1, filed on July 13, 2009, Amendment No. 2, filed on November 4, 2009, Amendment No. 3, filed on August 17, 2010, Amendment No. 4, filed on September 15, 2010, and Amendment No. 5, filed on January 12, 2011 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Harbinger Group Inc. (the “Issuer”), whose principal executive offices are located at 450 Park Avenue, 27th Floor, New York, New York 10022.
 
Item 2. Identity and Background.
 
No material change.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.   Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof:
 
“Transfer Agreement.
 
On March 7, 2011, the Issuer entered into a Transfer Agreement (the “Transfer Agreement”) with the Master Fund.  Pursuant to the Transfer Agreement, on March 9, 2011, (i) the Issuer acquired from the Master Fund a 100% membership interest in Harbinger OM, LLC, a Delaware limited liability company (“HOM”), which is the buyer under the First Amended and Restated Stock Purchase Agreement, dated as of February 17, 2011 (the “Purchase Agreement”), between HOM and OM Group (UK) Limited (“OM Group”), pursuant to which HOM agreed to acquire for $350 million all of the outstanding shares of capital stock of Old Mutual U.S. Life Holdings, Inc., a Delaware corporation (“U.S. Life”), and (ii) the Master Fund transferred to HOM the sole issued and outstanding Ordinary Share of FS Holdco Ltd., a Cayman Islands exempted limited company (“FS Holdco”) (together, the “Insurance Transaction”).  In consideration for the interests in HOM and FS Holdco, the Issuer agreed to reimburse the Master Fund for certain expenses incurred by the Master Fund in connection with the Insurance Transaction (up to a maximum of $13.3 million) and to submit certain expenses of the Master Fund for reimbursement by OM Group under the Purchase Agreement.
 
The U.S. Life acquisition is subject to customary closing conditions for similar transactions, including approval by the Maryland and New York insurance departments.  The acquisition is expected to close around the end of the Issuer’s second fiscal quarter ending April 3, 2011.
 
The Transfer Agreement contemplates that after closing of the U.S. Life acquisition, a special committee comprised of those directors the Issuer’s board of directors has determined to be independent under the rules of the New York Stock Exchange (the “Committee”) will consider a proposed $3 billion reinsurance transaction pursuant to which Front Street Re, Ltd., a wholly-owned subsidiary of FS Holdco (“Front Street”) would reinsure certain policy obligations of OM Financial Life Insurance Company, U.S. Life’s principal insurance subsidiary (“OMFLIC”), and an affiliate of Harbinger LLC could be appointed as investment manager of certain of the assets associated with the reinsured business.  The Purchase Agreement provides for up to a $50 million post-closing purchase price reduction under specified circumstances, including, for example, if the reinsurance transaction as contemplated by the Purchase Agreement is disapproved by the Maryland Insurance Administration or is approved by the Maryland Insurance Administration subject to the imposition of certain restrictions or conditions set forth in the Purchase Agreement, including if an affiliate of Harbinger LLC is not allowed to be appointed as investment manager for $1 billion of the approximately $3 billion of assets supporting the reinsured business, as contemplated by the Purchase Agreement.
 
HOM’s pre-closing and closing obligations under the Purchase Agreement, including payment of the purchase price, are guaranteed by the Master Fund.  Pursuant to the Transfer Agreement, the Issuer entered into a Guaranty Indemnity Agreement with the Master Fund, pursuant to which the Issuer agreed to
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 12 of 16
 
indemnify the Master Fund for any losses incurred by it or its representatives in connection with Master Fund’s guaranty of HOM’s pre-closing and closing obligations under the Purchase Agreement.
 
The foregoing descriptions of the Transfer Agreement and the Purchase Agreement do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of each document.  Copies of the Transfer Agreement and the Purchase Agreement are filed as Exhibit B and Exhibit C, respectively, and are incorporated herein by reference.”
 
Item 5.   Interest in Securities of the Issuer.
 
No material change.
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.   Material to be Filed as Exhibits.
 
 
Exhibit A:
Joint Filing Agreement
 
 
Exhibit B:
Transfer Agreement (incorporated by reference from Exhibit 2.1 of the Issuer’s Current Report on Form 8-K (File No. 001-04219) filed on March 10, 2011).
 
 
Exhibit C:
Purchase Agreement (incorporated by reference from Exhibit 2.2 of the Issuer’s Current Report on Form 8-K (File No. 001-04219) filed on March 10, 2011).
 

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 13 of 16


 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
  
       
 
By:
Harbinger Holdings, LLC, Manager
  
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
       
 
By:
Harbinger Capital Partners Special Situations GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 14 of 16


 
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
       
 
By:
Harbinger Capital Partners II LP
  
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
  
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS II LP
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS II GP LLC
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
 /s/ Philip Falcone
  
 
Philip Falcone
  
       
  
March 10, 2011
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 15 of 16
 
Exhibit A

JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of Harbinger Group Inc., dated as of March 10, 2011 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
 
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
  
       
 
By:
Harbinger Holdings, LLC, Manager
  
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
       
 
By:
Harbinger Capital Partners Special Situations GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
A-1

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 16 of 16
 


 
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
       
 
By:
Harbinger Capital Partners II LP
  
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
  
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS II LP
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS II GP LLC
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip Falcone
  
   
Name:  Philip Falcone
  
   
Title:    Managing Member
  
       
 
 
 /s/ Philip Falcone
  
 
Philip Falcone
  
       
  
March 10, 2011
A-2