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Phil Falcone’s Shell Gameplan

Harbinger Capital Partners’ Phil Falcone has been able to keep one curious endeavor pretty quiet — Harbinger Group.

By hedge fund manager standards, Harbinger Capital Partners’ Phil Falcone and his wife have been pretty high profile.

Like John Paulson, he became a billionaire several years ago by betting early that the sub-prime mortgage market would collapse. He has taken activist positions with a number of well-known companies, including The New York Times.

And earlier this year, Falcone, who managed $8 billion in his hedge funds at year-end, was celebrated for his ambitious plan to develop 4-G technology after buying SkyTerra Communications.

We also know he owns 40 percent of the Minnesota wild hockey team, bought the townhouse once owned by former Penthouse Magazine publisher Bob Guccione, and, along with his wife, were sued for sexual harassment by a former employee.

However, so far he has been able to keep one curious endeavor pretty quiet — Harbinger Group. What is Harbinger Group? It is a shell corporation that is traded on the New York Stock Exchange under the ticker HRG. Its chairman and CEO is Falcone, who gained control of the company in June 2009 after buying 52 percent of the shares. In other words, anyone — including non-accredited investors — can invest with Falcone.

Harbinger Group actually used to operate under the name Zapata Corp., which was controlled by one-time investor and corporate raider Malcolm Glazer, who owns the Tampa Bay Buccaneers in the National football League and the celebrated British soccer team, Manchester United Football Club.

The company was reincorporated as Harbinger Group in December 2009. The Rochester, N.Y. holding company currently has about $151.9 million in cash and cash equivalents. It owns about 98 percent of Zap.Com Corp., a Bulletin Board traded company whose stock is priced at $0.07 but rarely trades.

According to its most recent 10-K filing, Harbinger Group’s principal focus is to acquire other businesses. It said targets could be in any industry, but most likely in the U.S., although it did not rule out non-U.S. companies.

This is pretty shrewd. Harbinger Group provides Falcone additional access to capital. Harbinger Group says in public documents it plans to pay for the acquisitions using its cash, debt or equity securities or a combination. It also said it may raise additional capital through the issuance of equity or debt securities, including preferred stock. “We believe that our status as a public entity and potential access to the public equity markets may give us a competitive advantage over privately-held entities with a similar business objective to acquire certain target businesses on favorable terms,” it says in the filing.

Interestingly, the day after the December 2009 reincorporation Francis T. McCarron was appointed as Harbinger Group’s Chief Financial Officer. From 2001 to 2007, he was the Chief Financial Officer of Triarc Cos., which was renamed Wendy’s/Arby’s Group, Inc. in 2008, working under legendary corporate acquisitor Nelson Peltz.

Falcone refused to discuss Harbinger Group’s plans or strategy.

The stock, most recently priced at $6.68 per share, hardly trades, with daily volume generally ranging below 26,000 shares. Its market cap is currently $129 million. However, it has attracted some interesting investors, including its largest holder, Royce Capital, founded by Chuck Royce. He did not respond to my calls.

James C. Shircliff, CEO and CIO of Louisville, Ky.-based River Road Asset Management, Harbinger’s second largest shareholder, says he was drawn to the stock when it was controlled by the Glazers. The $4 billion in assets value manager concedes he has no details about Falcone’s specific plans, but adds, “We like the possibility of what this could end up becoming.”

He calls it a risk-free investment, given that the stock trades at a 15 percent discount to its cash. Shircliff adds: “We’re patient. There is no downside.”

Hey, for less than $7 a share, anyone can invest with Falcone through what is essentially a call option on his future wheeling and dealing.

Stephen Taub Stephen Taub, who has covered the hedge fund industry for 30 years, is a contributing editor to Institutional Investor and Absolute Return-Alphamagazines.

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