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| JAH > SEC Filings for JAH > Form 8-K on 24-Feb-2012 | All Recent SEC Filings |
24-Feb-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
Credit Agreement
On February 24, 2012, Jarden Corporation (the "Company" or "Jarden") entered
into Amendment No. 1 to its Credit Agreement (as defined below) (the "Credit
Agreement Amendment") amending certain provisions of the Credit Agreement, dated
as of March 31, 2011 (as amended, supplemented, restated or otherwise modified
from time to time, the "Credit Agreement"), among the Company, as the US
Borrower, Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco
S.à r.l., collectively as the "Luxembourg Borrower," Barclays Bank PLC, as
administrative agent and collateral agent (the "Administrative Agent"), and the
several lenders and letter of credit issuers from time to time party thereto
(the "Lenders"). Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden
Lux Finco S.à r.l. are wholly-owned direct or indirect subsidiaries of the
Company.
The Credit Agreement Amendment was entered into in order to, among other things,
(i) implement a facilities increase permitted under the Credit Agreement that
increases the term loans outstanding thereunder in an aggregate principal amount
equal to $300,000,000, comprised of an increase of $150,000,000 in respect of
the Tranche A Term Loan Facility and an increase of $150,000,000 in respect of
the Tranche B Term Loan Facility and (ii) amend, modify and/or supplement
certain other agreements, obligations, covenants, representations and warranties
of the parties under the Credit Agreement.
In connection with the execution of the Credit Agreement Amendment, each existing guarantor under the Credit Agreement and the Company consented to the terms of the Credit Agreement Amendment and agreed that the terms of the Credit Agreement Amendment shall not affect in any way their obligations and liabilities under any loan document by executing that certain Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement (the "Consent").
The foregoing summary description of the Credit Agreement Amendment and the Consent and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete text of the Credit Agreement Amendment and the Consent, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference as though they were fully set forth herein.
Securitization Facility
On February 17, 2012, the Company and/or certain of its subsidiaries entered into the following agreements relating to its existing receivables securitization facility (the "Receivables Securitization Facility"): (i) the Third Amended and Restated Loan Agreement by and among the Company, as initial servicer, Jarden Receivables, LLC, as borrower ("JRLLC"), SunTrust Bank, as a lender ("SunTrust"), PNC Bank, National Association, as a lender ("PNC") and Wells Fargo Bank, National Association, as a lender and issuer of letters of credit ("Wells Fargo," and together with SunTrust and PNC, the "Lenders"), and SunTrust Robinson Humphrey, Inc., as administrator, together with the Reaffirmation, Acknowledgement and Consent of Performance Guarantor contained therein executed by the Company, as performance guarantor (collectively, the "Third A&R Loan Agreement"); (ii) Amendment No. 1 to the Second Amended and Restated Receivables Contribution and Sales Agreement among the originators party thereto and JRLLC, as buyer (the "Amendment No. 1 to the Second A&R RCS Agreement"); (iii) a Lender Note executed by
The Amended and Restated Securitization Documents were entered into in order to, among other things, increase the maximum principal amount of borrowings allowed under the Receivables Securitization Facility from $300,000,000 to $400,000,000, add PNC as a lender under the Receivables Securitization Facility, extend the term of the Receivables Securitization Facility through February 17, 2015, and permit an originator to obtain letters of credit from Wells Fargo as consideration for the sale of the purchased receivables.
Under the Receivables Securitization Facility, as amended by the Amended and
Restated Securitization Documents, interest on borrowings will be based on
(i) commercial paper interest rates, (ii) LIBOR rates, and/or (iii) a rate that
is the higher of the prime rate or the federal funds rate as announced by
SunTrust Bank plus 0.50%, in each case, plus an applicable margin of 0.90% per
annum.
The foregoing summary description of the Amended and Restated Securitization Documents and the transactions contemplated thereby are not intended to be complete and are qualified in their entirety by the complete texts of the Amended and Restated Securitization Documents, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.3 through 10.7 and are incorporated herein by reference as though they were fully set forth herein.
Please see the discussion in "Item 1.01. Entry into a Material Definitive Agreement" under the headings "Credit Agreement" and "Securitization Facility" of this Current Report on Form 8-K, which discussion is incorporated herein by this reference.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 1 to Credit Agreement, dated as of February 24,
2012 among Jarden Corporation, as the US Borrower, Jarden Lux
Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco S.à
r.l., collectively as the Luxembourg Borrower, Barclays Bank PLC,
as administrative agent and collateral agent, and each
incremental lender identified on the signature pages thereto.
10.2 Consent, Agreement and Affirmation of Guaranty and Pledge and
Security Agreement.
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10.3 Third Amended and Restated Loan Agreement, dated as of February 17,
2012, among Jarden Corporation, as initial servicer; Jarden
Receivables, LLC, as borrower; SunTrust Bank, as a lender, PNC Bank,
National Association, as a lender and Wells Fargo Bank, National
Association, as a lender and issuer of letters of credit, and SunTrust
Robinson Humphrey, Inc., as administrator, together with the
Reaffirmation, Acknowledgement and Consent of Performance Guarantor
thereunder executed by Jarden Corporation.
10.4 Amendment No. 1 to Second Amended and Restated Receivables Contribution
and Sales Agreement, dated as of February 17, 2012, among the
originators party thereto and Jarden Receivables, LLC, as buyer.
10.5 Lender Note, dated February 17, 2012, executed by Jarden Receivables,
LLC in favor of SunTrust Bank.
10.6 Amended and Restated Lender Note, dated February 17, 2012, executed by
Jarden Receivables, LLC in favor of Wells Fargo Bank, National
Association.
10.7 Lender Note, dated February 17, 2012, executed by Jarden Receivables,
LLC in favor of PNC Bank, National Association.
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