sc13da1_hcpmfi-sph072210.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. 1)
 
SPECTRUM BRANDS HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
84763R101
(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)

July 20, 2010
(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. 84763R101
 Page 2 of 17
 
 
 
 
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)   þ
 
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:   
 
26,283,536
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
26,283,536
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
26,283,536
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
51.43%
 
14
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 
 

 
CUSIP No. 84763R101
 Page 3 of 17
 
1
 
NAME OF REPORTING PERSON:  
 
Harbinger Capital Partners LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   þ
 
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:   
 
26,283,536
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
26,283,536
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
26,283,536
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
51.43%
14
 
TYPE OF REPORTING PERSON:
 
CO
 

  
 
 

 
CUSIP No. 84763R101
 Page 4 of 17
 
 
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)   þ
 
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:   
 
5,288,907
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
5,288,907
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
5,288,907
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
10.35%
 
14
 
TYPE OF REPORTING PERSON:
 
PN
 

 
 
 
 

 
CUSIP No. 84763R101
 Page 5 of 17
 
 
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)   þ
 
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:   
 
5,288,907
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
5,288,907
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
5,288,907
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
10.35%
14
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 

 
CUSIP No. 84763R101
 Page 6 of 17
 
 
1
 
NAME OF REPORTING PERSON:  
 
Global Opportunities Breakaway Ltd.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   þ
 
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:   
 
2,110,642
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
2,110,642
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
2,110,642
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.13%
 
14
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 

 
CUSIP No. 84763R101
 Page 7 of 17
 
 
1
 
NAME OF REPORTING PERSON:  
 
Harbinger Capital Partners II LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   þ
 
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:   
 
2,110,642
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
2,110,642
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
2,110,642
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.13%
 
14
 
TYPE OF REPORTING PERSON:
 
PN
 

 
 
 

 
CUSIP No. 84763R101
 Page 8 of 17
 
 
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)   þ
 
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:   
 
2,110,642
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
2,110,642
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
2,110,642
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.13%
 
14
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 

 
CUSIP No. 84763R101
 Page 9 of 17
 
 
1
 
NAME OF REPORTING PERSON:  
 
Harbinger Holdings, LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   þ
 
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:   
 
31,572,443
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
31,572,443
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
 
31,572,443
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
61.78%
 
14
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 
 

 
CUSIP No. 84763R101
 Page 10 of 17
 
 
1
 
NAME OF REPORTING PERSON:  
 
Philip Falcone
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   þ
 
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:   
 
33,683,085
 
9
 
SOLE DISPOSITIVE POWER:   
 
0
 
10
 
SHARED DISPOSITIVE POWER:  
 
33,683,085
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  
 
33,683,085
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
65.91%
 
14
 
TYPE OF REPORTING PERSON:
 
IN
 

 
 
 

 
CUSIP No. 84763R101
 Page 11 of 17
 
 
Item 1. Security and Issuer.
 
This Amendment No. 1 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 28, 2010 (the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 601 Rayovac Drive, Madison, Wisconsin 53711.
 
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, except for the last paragraph thereof, as follows:
 
 
As of the date hereof the Master Fund may be deemed to beneficially own 26,283,536 Shares.
 
As of the date hereof Harbinger LLC may be deemed to beneficially own 26,283,536 Shares.
 
As of the date hereof the Special Fund may be deemed to beneficially own 5,288,907 Shares.
 
As of the date hereof HCPSS may be deemed to beneficially own 5,288,907 Shares.
 
As of the date hereof the Breakaway Fund may be deemed to beneficially own 2,110,642 Shares.
 
As of the date hereof HCP II may be deemed to beneficially own 2,110,642 Shares.
 
As of the date hereof HCP II GP may be deemed to beneficially own 2,110,642 Shares.
 
As of the date hereof Harbinger Holdings may be deemed to beneficially own 31,572,443 Shares.
 
 
 

 
CUSIP No. 84763R101
 Page 12 of 17
 
 
 
As of the date hereof Philip Falcone may be deemed to beneficially own 33,683,085 Shares.
 
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.”
 
 
Item 4.   Purpose of Transaction.
 
No material change.
 
 
 
 
 
 
 
 
 
 
 
 
 

 
CUSIP No. 84763R101
 Page 13 of 17
 
Item 5.   Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
References to percentage ownerships of Shares in this Schedule 13D are based upon the 51,103,567 Shares stated to be outstanding as of June 16, 2010 by the Issuer in the Issuer's Current Report on Form 8-K dated June 22, 2010.
 
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 26,283,536 Shares, constituting 51.43% of the Shares of the Issuer.
 
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 26,283,536 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 26,283,536 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 26,283,536 Shares, constituting 51.43% of the Shares of the Issuer.
 
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 26,283,536 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 26,283,536 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 5,288,907 Shares, constituting 10.35% 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 5,288,907 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,288,907 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 5,288,907 Shares, constituting 10.35% of the Shares of the Issuer.
 
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 5,288,907 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,288,907 Shares.
 
 
 

 
CUSIP No. 84763R101
 Page 14 of 17
 
 
 
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.
 
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 2,110,642 Shares, constituting 4.13% of the Shares of the Issuer.
 
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 2,110,642 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,110,642 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 2,110,642 Shares, constituting 4.13% of the Shares of the Issuer.
 
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 2,110,642 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,110,642 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 2,110,642 Shares, constituting 4.13% of the Shares of the Issuer.
 
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 2,110,642 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,110,642 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 31,572,443 Shares, constituting 61.78% of the Shares of the Issuer.
 
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 31,572,443 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 31,572,443 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 33,683,085 Shares, constituting 65.91% of the Shares of the Issuer.
 
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 33,683,085 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 33,683,085 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) Set forth on Exhibit G hereto are the trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D.
 
(d) Not applicable.
 
 
 

 
CUSIP No. 84763R101
 Page 15 of 17
 
 
 
(e) Not applicable.
 
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 F:
Joint Filing Agreement
 
 
Exhibit G:
Transactions in the Shares
 
 
 
 

 
CUSIP No. 84763R101
 Page 16 of 17
 
 
 
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. 84763R101
 Page 17 of 17
 
 
 
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  
       

 
July 22, 2010
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).