HRG GROUP, INC. (NYSE:HRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously announced on November 17, 2016, HRG Group, Inc.
(the Company or HRG) and Mr. Omar Asali, President, Chief
Executive Officer and a director of the Company, entered into a
Transition Agreement (the Transition Agreement) to which Mr.
Asali was expected to leave his positions with the Company and
its subsidiaries in the second half of fiscal 2017.

On March 22, 2017, Mr. Asali notified the Company, and the
Company accepted Mr. Asalis notification, that he will cease his
employment with the Company and resign from the board of
directors of the Company and its subsidiaries effective as of
5:00 p.m. Eastern Time on April 14, 2017 (the Effective Time).
Mr. Asali is leaving the Company to establish a private
investment vehicle that will make long-term investments in
private and public companies and not as a result of any
disagreement with the Company or its subsidiaries.

In accordance with the Transition Agreement, for the Companys
fiscal 2017 Mr. Asali will receive a cash bonus for $3,000,000 on
March 31, 2017, and Mr. Asalis options and restricted stock that
were scheduled to vest and settle in November 29, 2017, will vest
and settle on March 31, 2017. Mr. Asali will also continue to
receive payment of his base salary and any unpaid vacation time
and unreimbursed business expenses through the Effective Time.
The foregoing summary of the Transition Agreement does not
purport to be complete and is qualified in its entirety by
reference to the text of the Transition Agreement, which is filed
as Exhibit 10.1 to the Companys Amendment No.1 to its Annual
Report on Form 10-K, filed January 27, 2017.

At the Effective Time, Mr. Joseph S. Steinberg, the Chairman of
the board of directors of the Company, will be appointed to the
additional position of Chief Executive Officer of the Company.
Mr. Steinberg will not receive compensation in connection with
his service as Chief Executive Officer. In connection with such
appointment, at the Effective Time, Mr. Steinberg will cease to
serve as a member of the Compensation Committee and the
Nominating and Corporate Governance Committee of the Companys
board of directors. Biographical information as well as
information regarding transactions with related persons
concerning Mr. Steinberg can be found under Item 10 and Item 13,
respectively, of the Companys Amendment No. 1 to the Annual
Report on Form 10-K for the fiscal year ended September 30, 2016,
filed with the Securities and Exchange Commission on January 27,
2017.

On March 22, 2017, the Company appointed Mr. Ehsan Zargar (the
Executive), effective as of January 1, 2017, as Executive Vice
President, Chief Operating Officer, General Counsel and Corporate
Secretary of the Company. The Executive, age 39, joined the
Company in June 2011 and was promoted to General Counsel on April
1, 2015. In connection with the Executives appointment, no
changes were made to the Executives compensation.

The Executive is a party to an employment agreement with the
Company dated October 1, 2012 (the Employment Agreement). to the
Employment Agreement, the Executive is an at-will employee of the
Company and his base salary was initially $250,000 per year,
which was increased to $400,000 on April 1, 2015. The Executive
is also entitled to an annual bonus based upon achievement of
certain performance metrics as well as standard benefits. The
Employment Agreement also provides for standard nondisclosure,
nondisparagement and cooperation obligations.

On January 20, 2017, the Company entered into a retention and
severance agreement with the Executive (the Retention Agreement).
to the Retention Agreement, the Executive will be entitled to
receive retention payments of $2,000,000 on June 30, 2017,
$1,000,000 on October 2, 2017 and $1,000,000 on the Transaction
Closing Date (as defined below), in each case less applicable
taxes (such payments, collectively, the Payments). The Payments
are subject to the Executives continued employment with the
Company on the specified dates. However, if the Executive is
terminated by the Company without Cause (as defined in the
Retention Agreement), or if he resigns for Good Reason (as
defined in the Retention Agreement) or as a result of his death
or disability, then subject to his execution and nonrevocation of
the Companys customary release, the Executive will receive the
Payments, to the extent not yet paid, as well as reimbursement
for COBRA coverage for up to six months. The Executive has
acknowledged and agreed that other than the Payments, he will not
be entitled to any additional severance or separation pay and
will not be entitled to receive any bonus for the Companys
current year or any future year, in each case whether to the
Employment Agreement or otherwise. In addition, upon termination
of the Executives employment, (i) the Executive will be entitled
to any accrued and unpaid base salary, unused vacation time and
unreimbursed business expenses through the date of his
termination and (ii) his unvested equity based awards will vest
and his outstanding options to acquire Company stock will
generally be exercisable for one year post termination, in each
case subject to his execution of a release of claims. For
purposes of the Retention Agreement, Transaction Closing Date
means the date the Company closes a sale, merger, change in
control or other strategic transaction involving the Company and
substantially all of its assets, which shall include the Companys
beneficial ownership interests in both

Spectrum Brands Holdings, Inc. (SPB) and Fidelity Guaranty Life
(FGL) to the extent the Company beneficially owns interests in
SPB or FGL on such date.

Item 7.01. Regulation FD Disclosure.

On March 22, 2017, the Company issued a press release in
connection with Mr. Asalis anticipated departure from the
Company. A copy of such press release is furnished with this
report as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01 shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any of HRGs filings under the
Securities Act of 1933 or the Exchange Act, whether made before
or after the date hereof and regardless of any general
incorporation language in such filings, except to the extent
expressly set forth by specific reference in such a filing.

Forward Looking Statements

Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This document contains, and certain oral
statements made by our representatives from time to time may
contain, forward-looking statements, including those statements
regarding the departure of the Companys current CEO, the Companys
CEO succession plan, the Companys strategic review process and
the merger of Anbang Insurance Group and FGL, the FGL ongoing
sale process and any expected or anticipated benefits from the
foregoing matters. As previously disclosed, strategic
alternatives for the Company may include, but are not limited to,
a merger, sale or other business combination involving the
Company and/or its assets. HRG has not set a definitive schedule
to complete its review of strategic alternatives and does not
intend to provide updates until such time as it determines in its
sole discretion, as required by law and/or it has entered into
definitive documentation with respect to any strategic
transaction. There can be no assurance that this process will
result in a transaction, or if a transaction is undertaken, as to
its terms or timing.

Forward-looking statements also include information concerning
possible or assumed future distributions from subsidiaries, other
actions, events, results, strategies and expectations and are
identifiable by use of the words believes, expects, intends,
anticipates, plans, seeks, estimates, projects, may, will, could,
might, or continues or similar expressions. Such forward-looking
statements are subject to risks and uncertainties that could
cause actual results, events and developments to differ
materially from those set forth in or implied by such statements.

These forward-looking statements are based on the beliefs and
assumptions of HRG’s management and the management of HRG’s
subsidiaries. Factors that could cause actual results, events and
developments to differ include, without limitation: that the
review of strategic alternatives at HRG will result in a
transaction, or if a transaction is undertaken, as to its terms
or timing; the ability of HRG’s subsidiaries to close previously
announced transactions, including statements regarding the
closing of the merger of Anbang Insurance Group and FGL and/or
the FGL ongoing sales process; the ability of HRG’s subsidiaries
to generate sufficient net income and cash flows to make upstream
cash distributions; the decision of the boards of HRG’s
subsidiaries to make upstream cash distributions, which is
subject to numerous factors such as restrictions contained in
applicable financing agreements, state and regulatory
restrictions and other relevant considerations as determined by
the applicable board; HRG’s liquidity, which may be impacted by
a variety of factors, including the capital needs of HRG’s
subsidiaries; capital market conditions; commodity market
conditions; foreign exchange rates; HRG’s and its subsidiaries’
ability to identify, pursue or complete any suitable future
acquisition or disposition opportunities, including realizing
such transaction’s expected benefits and the timetable for,
completing applicable financial reporting requirements;
litigation; potential and contingent liabilities; management’s
plans; changes in regulations; taxes; and the risks that may
affect the performance of the operating subsidiaries of HRG and
those factors listed under the caption Risk Factors in HRG’s
most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q, filed with the Securities and Exchange
Commission. All forward-looking statements described herein are
qualified by these cautionary statements and there can be no
assurance that the actual results, events or developments
referenced herein will occur or be realized. Neither HRG nor any
of its affiliates undertake any obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operation
results, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits