eh1300125_13da14-hrg.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. 14)
 
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)

January 16, 2013
(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
 
79,319,523
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
79,319,523
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
79,319,523
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
56.6% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  

(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 

 
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
 
79,319,523
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
79,319,523
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
79,319,523
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
56.6% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 

 
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
 
17,446,730
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,446,730
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,446,730
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (*)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 
 

 
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
 
17,446,730
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,446,730
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,446,730
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 

 
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
 
10,093,637
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,093,637
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,093,637
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 

 
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
 
10,093,637
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,093,637
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,093,637
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2% (*)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 
 

 
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
 
10,093,637
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,093,637
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,093,637
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 
 

 
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
 
96,766,253
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
96,766,253
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
96,766,253
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
69.0% (*)
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 
 

 
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
 
106,859,890
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
106,859,890
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
106,859,890
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
76.2% (*)
  
14
TYPE OF REPORTING PERSON
 
IN
  

(*) See Item 5 for discussion of calculation of percentage ownership.

 
 
 

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

 
Item 1. Security and Issuer.
 
This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) 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, Amendment No. 5, filed on January 12, 2011, Amendment No. 6, filed on March 10, 2011, Amendment No. 7, filed on May 16, 2011, Amendment No. 8, filed on May 23, 2011, Amendment No. 9, filed on February 1, 2012, Amendment No. 10, filed on March 14, 2012, Amendment No. 11, filed on June 18, 2012, Amendment No. 12, filed on December 14, 2013 and Amendment No. 13 filed on December 19, 2012 (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, 30th Floor, New York, New York 10022.
 
Item 2. Identity and Background.
 
No material change.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
“As of the date hereof the Master Fund may be deemed to beneficially own 79,319,523 Shares.
 
As of the date hereof Harbinger LLC may be deemed to beneficially own 79,319,523 Shares.
 
As of the date hereof the Special Fund may be deemed to beneficially own 17,446,730 Shares.
 
As of the date hereof HCPSS may be deemed to beneficially own 17,446,730 Shares.
 
As of the date hereof the Breakaway Fund may be deemed to beneficially own 10,093,637 Shares.
 
As of the date hereof HCP II may be deemed to beneficially own 10,093,637 Shares.
 
As of the date hereof HCP II GP may be deemed to beneficially own 10,093,637 Shares.
 
As of the date hereof Harbinger Holdings may be deemed to beneficially own 96,766,253 Shares.
 
As of the date hereof Philip Falcone may be deemed to beneficially own 106,859,890 Shares.
 
As described in Item 4 below, as a result of the consummation of the transactions contemplated by the Underwriting Agreement, dated December 13, 2012 (the “Underwriting Agreement”), by and among the Master Fund, the Special Fund and the Breakaway Fund (collectively, the “Harbinger Parties”), the Issuer and Jefferies & Company, Inc., the Harbinger Parties sold to the underwriters an aggregate of an additional 3,000,000 Shares of Common Stock of the Issuer.” 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 12 of 16

Item 4.   Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by adding the following to the end of Item 4 of the Schedule 13D:
 
“The Harbinger Parties completed the registered public offering of 3,000,000 Shares of Common Stock of the Issuer, pursuant to the additional purchase option, on January 16, 2013.”
 
Item 5.   Interest in Securities of the Issuer.
 
Paragraphs (a), (b) and (c) of Item 5 are amended and restated in their entirety with the following:
 
“References to the percentage ownership of Shares in this Schedule 13D is based on the 140,186,935 Shares of Common Stock outstanding as of November 22, 2012 by the Issuer in the Issuer’s Annual Report on Form 10-K filed with the SEC on November 27, 2012 and does not give effect to the conversion of the Company’s outstanding shares of Series A Participating Preferred Stock (the “Series A Shares”) and Series A-2 Participating Preferred Stock (the “Series A-2 Shares,” and together with the Series A Shares, the “Preferred Stock”) and the limitation on voting by the Preferred Stockholders prior to receipt of certain regulatory approvals (the Preferred Stock may be voted only up to 9.9% of the Common Stock by any one holder). The Preferred Stock is entitled to vote with the Issuer’s shares of Common Stock on an as-converted basis on all matters submitted to a vote of Common Stock. Each share of Preferred Stock may be converted into common stock based on the applicable conversion price.
 
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 79,319,523 Shares, constituting 56.6% of the Shares.
 
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 79,319,523 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 79,319,523 Shares.
 
The Master Fund 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.
 
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 79,319,523 Shares, constituting 56.6% of the Shares of Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 79,319,523 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 79,319,523 Shares.
 
Harbinger LLC 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.
 
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 17,446,730 Shares, constituting 12.4% of the Shares of the Issuer.
 
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 17,446,730 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 17,446,730 Shares.
 
The Special Fund 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.
 
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 17,446,730 Shares, constituting 12.4% of the Shares.
 
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 17,446,730 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 17,446,730 Shares.
 
HCPSS 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.
 
 
 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 13 of 16
 
 
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 10,093,637 Shares, constituting 7.2% of the Shares.
 
The Breakaway Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 Shares.
 
The Breakaway Fund 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.
 
(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 10,093,637 Shares, constituting 7.2% of the Shares.
 
HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 Shares.
 
HCP II 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.
 
(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 10,093,637 Shares, constituting 7.2% of the Shares.
 
HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,093,637 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,093,637 Shares.
 
 HCP II GP 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.
 
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 96,766,253 Shares, constituting 69.0% of the Shares.
 
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 96,766,253 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 96,766,253 Shares.
 
Harbinger Holdings 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.
 
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 106,859,890 Shares, constituting 76.2% of the Shares.
 
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 106,859,890 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 106,859,890 Shares.
 
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent he actually exercises voting or dispositive power with respect to such Shares.
 
(c)  Other than as reported in Item 4 above, the Reporting Persons have not effected any transactions in the Shares since the last amendment to the Schedule 13D.”
 
 
 
 
 
 
CUSIP No. 41146A106
 SC 13D
Page 14 of 16
 
 
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
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
CUSIP No. 41146A106
 SC 13D
Page 15 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 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
  
       
  
January 16, 2013
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 

 
 
 

Exhibit A

JOINT FILING AGREEMENT
 
The undersigned hereby agree that this statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of Harbinger Group Inc., is, and any amendments thereto 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
  
       
 
 
 
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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
  
       
  
January 16, 2013
 
 
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