HRG Group, Inc. (NYSE:HRG) entered into a definitive agreement to acquire remaining 40.67% stake in Spectrum Brands Holdings, Inc. (NYSE:SPB) for approximately $2.3 billion on February 24, 2018. Pursuant to the terms of the agreement, each Spectrum common stock will receive one HRG common stock and the restricted stock unit and performance stock unit awards of Spectrum will receive the same securities of HRG based on the same exchange ratio of 1. The HRG shareholders will hold 0.1638 a share in the combined company for the shares they hold in HRG pre-merger. 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. Pro forma for the reverse stock split, the merger and the adjustments described above, Leucadia National Corporation, HRG's largest shareholder, 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. The pre-closing Spectrum stockholders and pre-closing HRG stockholders are expected to own approximately 39% and 61%, respectively, of the outstanding shares of HRG common stock. Spectrum Brands will be an independent company upon closing. The combined company will be named Spectrum Brands Holdings, Inc. and will trade under the ticker "SPB." The merger agreement does not provide for a termination fee in the event of termination in any circumstance. 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. The HRG board of directors will consist of (i) Kenneth C. Ambrecht, Norman S. Matthews, David M. Maura, Terry L. Polistina, Hugh R. Rovit, and Joseph S. Steinberg, all current directors of Spectrum and (ii) an individual designated by Leucadia. The executive team of HRG following the effective time will be led by Maura (Executive Chairman), Rouvé (Chief Executive Officer), Douglas L. Martin (Executive Vice President and Chief Financial Officer) and Nathan E. Fagre (Senior Vice President, General Counsel and Secretary), and Stacey L. Neu (Senior Vice President of Human Resources). Leucadia 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. The combined company will remain headquartered in Middleton, Wisconsin. The transaction is 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, effectiveness of registration statement, listing approval of new shares and the receipt of certain tax opinions by Spectrum and/or HRG that the Merger will qualify as reorganization under the internal revenue code. 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, support the transaction and have entered into customary voting agreements to vote their shares of HRG in favor of the transaction. The transaction has been unanimously recommended by the Special Committee of independent Directors of the Spectrum Brands Board of Directors and was also approved by the Spectrum Brands and HRG Boards. As of June 8, 2018, a special meeting of HRG and Spectrum stockholders is expected to be held on July 13, 2018. As of July 13, 2018, the transaction has been approved by the stockholders of Spectrum. The Spectrum Special Committee consists of four independent and disinterested directors of the Spectrum Board of Directors. The transaction is expected to close by the end of the second calendar quarter of 2018 and may terminate if not consummated on or before October 8, 2018. As of July 13, 2018, the transaction is expected to close after the close of business today, July 13, 2018. RBC Capital Markets LLC and Ken Moelis, Dan Lee, Dan Motulsky and Suraj Tolani of Moelis & Company LLC acted as financial advisors, Sarkis Jebejian, Jonathan L. Davis, Patrick Jacobs, Erika Lopez, Dean Shulman, Benjamin Schreiner, Max Gektin, Joshua Korff and Ross Leff of Kirkland & Ellis LLP and Paul J. Shim, Jim E. Langston, Sharon Wu, Corey Goodman, Daniel Hanna and Meredith Kotler of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to the special committee of Spectrum Board. Moelis was paid a fee for its services of $20 million, $5 million of which became payable in connection with the delivery of its opinion, and the remainder of which is contingent upon completion of the transaction. J.P. Morgan Securities LLC acted as financial advisor to HRG for which it will be paid a fee of $5 million, $2 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the transaction. Jefferies LLC acted as financial advisor and John Butler, Evan Rosen,Theodore A. Weisman, David H. Schnabel ,Patrick E. Sigmon ,Lawrence Portnoy,Ron M. Aizen, M. Brett Cameron and John Meade of Davis Polk & Wardwell LLP acted as legal advisors to HRG. MacKenzie Partners, Inc. acted as information agent to Spectrum. Spectrum will pay a fee of $0.06 million plus reasonable out-of-pocket expenses to MacKenzie Partners. Georgeson Inc. acted as proxy solicitor for HRG and will be paid a fee of $0.0115 million. Minh Van Ngo of Cravath, Swaine & Moore acted as legal adviser to J.P. Morgan Securities LLC.