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JAH > SEC Filings for JAH > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Form 8-K for JARDEN CORP


14-Jun-2013

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


Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2013, Jarden Corporation (the "Company") completed the private offering of $265.2 million in aggregate principal amount of its 1 1/2% Senior Subordinated Convertible Notes due 2019 (the "Convertible Notes"), which includes $15.2 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 $15.2 million in principal amount of the Convertible Notes, are approximately $258 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 June 12, 2013, 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 June 15, 2019, unless earlier converted or repurchased. The Convertible Notes will bear interest at a rate of 1.5% per year until maturity. Interest will be payable in cash, semi-annually in arrears, on June 15 and December 15 of each year, beginning on December 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 and the Company's 6 1/8% senior notes due 2022, and pari passu in right of payment with the Company's existing and future senior subordinated indebtedness, including the Company's 7 1/2% senior subordinated notes due 2017, the Company's 1 7/8% senior subordinated convertible notes due 2018 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 and the Company's 6 1/8% senior notes due 2022, 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 17.1054 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $58.46 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:

prior to March 1, 2019, on any date during any calendar quarter beginning after June 30, 2013 (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;

prior to March 1, 2019, if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to . . .



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.



Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 3.02 by reference.




Item 7.01. Regulation FD Disclosure.

On June 12, 2013, the Company issued a press release announcing the closing of the Offering. 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

 4.1        Indenture related to Jarden Corporation's 1 1/2% Senior Subordinated
            Convertible Notes due 2019, dated as of June 12, 2013, among Jarden
            Corporation, the subsidiary guarantors party thereto and Wells Fargo
            Bank, National Association, as trustee.

 4.2        Form of 1 1/2% Senior Subordinated Convertible Note due 2019 (included
            as Exhibit A to Exhibit 4.1 hereto).

99.1        Press Release, dated June 12, 2013, issued by Jarden Corporation.


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