As disclosed by HRG in its Form 8-K filed on February 26, 2018, HRG entered into an Agreement and Plan of Merger (the Merger Agreement ) with Spectrum Brands Holdings, Inc., a Delaware corporation ( Spectrum ) pursuant to which Spectrum will combine with HRG (the Merger ). On February 24, 2018, Leucadia, entered into a voting agreement with HRG (the Leucadia Voting Agreement ). The Leucadia Voting Agreement requires that Leucadia vote its shares of HRG Common Stock to approve the Merger and take certain other actions, including voting against an alternative acquisition proposal or other proposal which would frustrate the purposes, or prevent, delay or otherwise adversely affect the consummation of the transactions contemplated by the Merger Agreement.