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db7

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Alias Born 09/02/2003

db7

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Re: None

Tuesday, 07/05/2016 8:56:07 AM

Tuesday, July 05, 2016 8:56:07 AM

Post# of 1143
OT: there goes the compass asset..

hrg 8k


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Item 8.01 Other Events.

On July 1, 2016, HGI Energy Holdings, LLC and HGI Energy (Compass) Holding Corporation (collectively, “HGI Energy”), wholly-owned subsidiaries of HRG Group, Inc. (“HRG”), entered into a purchase agreement (the “Purchase Agreement”) with CPP WI Holding Company, LLC (“Buyer” and together with HGI Energy, the “Parties”), pursuant to which Buyer agreed to purchase the issued and outstanding equity interests of Compass Production GP, LLC and Compass Production Partners, LP (collectively, “Compass”) for a cash purchase price (the “Purchase Price”) of $145 million (the “Transaction”). The Purchase Price will be reduced at closing by the balance of Compass’s credit facility outstanding at closing (currently estimated to be $125 million) and is subject to other customary closing adjustments, including adjustments for title and environmental defects.

The Transaction is subject to customary closing conditions and is expected to close, subject to satisfaction of such closing conditions, in August of 2016. The Parties may terminate the Purchase Agreement at any time following September 15, 2016 if closing has not occurred by such date.

In connection with the Transaction, HRG has agreed to be a party to the Purchase Agreement for purposes of HGI Energy’s post-closing obligations. In addition, at the closing of the Transaction, HGI Energy will be recapitalized with an equity contribution of $110 million in assets or cash to satisfy its future obligations.

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