Summary of JARDEN CORP - Yahoo! Finance

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2012, Jarden Corporation (the "Company") completed the private offering of $500 million in aggregate principal amount of its 1 7/8% Senior Subordinated Convertible Notes due 2018 (the "Convertible Notes"), which includes the $50 million in aggregate principal amount of Convertible Notes pursuant to the over-allotment option granted to the Initial Purchasers (as defined herein) (the "Offering").

The Convertible Notes and the underlying shares of common stock, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Convertible Notes were issued by the Company to Barclays Capital Inc., J.P. Morgan Securities LLC and the other Initial Purchasers named in a purchase agreement with the Company and the guarantor subsidiaries party thereto (the "Initial Purchasers"), in a private placement pursuant to Section 4(2) of the Securities Act and were resold by the Initial Purchasers only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the purchase agreement.

The net proceeds from the offering, including proceeds resulting from the exercise of the Initial Purchasers' option to purchase an additional $50 million in principal amount of the Convertible Notes, are approximately $487 million, after deducting the Initial Purchasers' discount and commissions and estimated fees and expenses.

The Convertible Notes are governed by an Indenture (the "Indenture"), dated September 18, 2012, by and among the Company, certain of its domestic subsidiaries as guarantors and Wells Fargo Bank, National Association, as trustee.

The Convertible Notes will mature on September 15, 2018, unless earlier converted or repurchased. The Convertible Notes will bear interest at a rate of 1.875% per year until maturity. Interest will be payable in cash on September 15 and March 15 of each year, beginning on March 15, 2013. The Company may not redeem the Convertible Notes at its option prior to the maturity date.

The Company's domestic subsidiaries which guarantee the Company's senior secured credit facility from time to time (which are the same subsidiaries that guarantee the Company's outstanding senior notes and other outstanding senior subordinated notes) will unconditionally guarantee the Convertible Notes on an unsecured senior subordinated basis (the "Guarantees").

The Convertible Notes will be the Company's unsecured senior subordinated obligations and will rank junior in right of payment to all of the Company's existing and future senior indebtedness, including the Company's senior secured credit facility, the Company's 6 1/8% Senior Notes due 2022 and the Company's 8% Senior Notes due 2016 and pari passu with its existing and future senior subordinated indebtedness, including the Company's 7 1/2% Senior Subordinated Notes due 2017 and the Company's 7 1/2% Senior Subordinated Notes due 2020. The Convertible Notes will be effectively subordinated to the Company's secured indebtedness to the extent of the value of the related collateral and structurally subordinated to indebtedness and other liabilities of the Company's subsidiaries that do not guarantee the Convertible Notes (including rights of trade and other creditors and rights of preferred stock).

The Guarantees will rank junior in right of payment to all existing and future senior indebtedness of such subsidiaries, including their guarantees of the Company's senior secured credit facility, the Company's 6 1/8% Senior Notes due 2022 and the Company's 8% Senior Notes due 2016 and pari passu with their guarantees of the Company's 7 1/2% Senior Subordinated Notes due 2017 and the Company's 7 1/2% Senior Subordinated Notes due 2020 and any of their future senior subordinated indebtedness.

The Convertible Notes will be convertible into cash, shares of the Company's common stock, par value $.01 per share ("Common Stock"), or a combination of cash and shares of Common Stock, at the Company's election, based on an initial conversion rate of 14.1152 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $70.85 per share of Common Stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the Indenture.

The Convertible Notes may be converted, in multiples of $1,000 principal amount, only under the following circumstances:

Х prior to June 1, 2018, on any date during any calendar quarter beginning after September 30, 2012 (and only during such calendar quarter) if the closing sale price of Common Stock was more than 130% of the then current conversion price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter;

Х prior to June 1, 2018, if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration . . .