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JAH > SEC Filings for JAH > Form 8-K on 7-Jun-2013All Recent SEC Filings

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Form 8-K for JARDEN CORP


7-Jun-2013

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial State


Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2013, Jarden Corporation (the "Company") (and the subsidiary guarantors party thereto) entered into a purchase agreement (the "Purchase Agreement"), with Barclays Capital Inc. and J.P. Morgan Securities LLC, acting for themselves and as representatives for the several initial purchasers named in Schedule I to the Purchase Agreement (collectively, the "Initial Purchasers") for the offer and sale in a private offering (the "Offering") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") by the Company of $250 million in aggregate principal amount of its 1 1/2% Senior Subordinated Convertible Notes due 2019 (the "Convertible Notes"). In connection with the Offering, the Company granted to the Initial Purchasers an option to purchase an additional $50 million aggregate principal amount of the Convertible Notes. The Company expects to close the Offering on or about June 12, 2013, subject to the satisfaction of various customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, the Company has agreed with the Initial Purchasers not to offer or sell any shares of common stock or securities exchangeable for or convertible into common stock (other than the Convertible Notes), subject to certain exceptions set forth in the Purchase Agreement, for a period of 90 days after the date of the Purchase Agreement without the prior written consent of Barclays Capital Inc. and J.P. Morgan Securities LLC.

A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Purchase Agreement.

The Initial Purchasers or their affiliates have provided and may, from time to time, continue to provide investment banking, financial advisory and other services to the Company, for which they have received customary fees and reimbursements of expenses, and for which they expect to receive customary fees and reimbursement of expenses, respectively. Affiliates of certain of the Initial Purchasers are agents and/or lenders under the Company's senior secured credit facility, including Barclays Bank PLC, an affiliate of Barclays Capital Inc., as a lender and the administrative and collateral agent, Barclays Capital Inc., as the sole lead arranger and a joint book-running manager, J.P. Morgan Securities LLC, as a joint book-running manager, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, as a co-documentation agent and a lender, Wells Fargo Securities, LLC, as a joint book-running manager, HSBC Bank USA, N.A., an affiliate of HSBC Securities (USA) Inc., as a co-documentation agent and a lender, Royal Bank of Canada, an affiliate of RBC Capital Markets, LLC, as a lender, SunTrust Bank, an affiliate of SunTrust Robinson Humphrey, Inc., as a co-documentation agent and a lender, SunTrust Robinson Humphrey, Inc., as a joint book-running manager, Credit Agricole Corporate and Investment Bank, an affiliate of Credit Agricole Securities (USA) Inc., as a lender, and Credit Suisse AG, Cayman Islands Branch, an affiliate of Credit Suisse Securities (USA) LLC, as a lender, and Wells Fargo, N.A., an affiliate of Wells Fargo Securities, LLC, as a co-documentation agent and a lender, and under the Company's securitization facility, including Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, as a lender, and


SunTrust Bank, an affiliate of SunTrust Robinson Humphrey, Inc., as a lender, and SunTrust Robinson Humphrey, Inc., as administrator. In conjunction with our share repurchase program, we have entered into accelerated stock repurchase agreements with certain of the Initial Purchasers. In addition, Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, acts as trustee under our 6 1/8% Senior Notes due 2022, 7 1/2% Senior Subordinated Notes due 2017, 1 7/8% Senior Subordinated Convertible Notes due 2018, and 7 1/2% Senior Subordinated Notes due 2020, and will act as the trustee under the Convertible Notes.



Item 7.01 Regulation FD Disclosure.

On June 7, 2013, the Company issued a press release announcing the pricing of the Offering of the Convertible Notes to the Initial Purchasers. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are hereby filed as part of this Current Report on Form 8-K:

Number                                     Exhibit

10.1        Purchase Agreement, dated as of June 6, 2013, by and between Jarden
            Corporation, and Barclays Capital Inc. and J.P. Morgan Securities LLC,
            as representatives of the initial purchasers.

99.1        Press Release, dated June 7, 2013, issued by Jarden Corporation.


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