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JAH > SEC Filings for JAH > Form 8-K on 21-Mar-2014All Recent SEC Filings

Show all filings for JARDEN CORP

Form 8-K for JARDEN CORP


21-Mar-2014

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


Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2014, Jarden Corporation (the "Company") completed the private offering of $690 million in aggregate principal amount of its 1 1/8% Senior Subordinated Convertible Notes due 2034 (the "Convertible Notes"), which amount includes $90 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, such 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., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC (the "Initial Purchasers"), pursuant to a purchase agreement among the Initial Purchasers, the Company and the guarantor subsidiaries party thereto, in a private placement pursuant to Section 4(a)(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 $90 million in principal amount of the Convertible Notes, are approximately $673 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 March 17, 2014, by and among the Company, certain of its domestic subsidiaries as guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Trustee is a lender under the Company's securitization facility and acts as trustee under the Company's 6 1/8% Senior Notes due 2022, 7 1/2% Senior Subordinated Notes due 2017, 1 7/8% Senior Subordinated Convertible Notes due 2018, 7 1/2% Senior Subordinated Notes due 2020 and 1 1/2% Senior Subordinated Convertible Notes due 2019. Under the Company's senior secured credit facility, Wells Fargo Securities, LLC, an affiliate of the Trustee, is a joint book-running manager and Wells Fargo, N.A., an affiliate of the Trustee, is a co-documentation agent and a lender.

The Convertible Notes will mature on March 15, 2034, unless earlier converted, redeemed or repurchased. The Convertible Notes will bear interest at a rate of 1.125% per year until maturity. Interest will be payable in cash, semi-annually in arrears, on March 15 and September 15 of each year, beginning on September 15, 2014.

The Company may not redeem the Convertible Notes prior to March 18, 2024, and no sinking fund is provided for the Convertible Notes. On or after March 18, 2024, the Company may redeem any or all of the Convertible Notes, subject to certain exceptions, in cash at a redemption price equal to 100% of the principal amount of Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company's common stock, par value $0.01 per share ("Common Stock"), for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on and including the trading day immediately prior to the date of the redemption notice exceeds 130% of the applicable conversion price for the Convertible Notes on each applicable trading day.


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 2020, 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 1 1/2% senior subordinated convertible notes due 2019. 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 . . .



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 March 17, 2014, the Company issued a press release announcing the closing of the Offering. The press release is furnished 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.

Number                                     Exhibit

  4.1      Indenture related to Jarden Corporation's 1 1/8% Senior Subordinated
           Convertible Notes due 2034, dated as of March 17, 2014, among Jarden
           Corporation, the subsidiary guarantors party thereto and Wells Fargo
           Bank, National Association, as trustee.

  4.2      Form of 1 1/8% Senior Subordinated Convertible Note due 2034 (included
           as Exhibit A to Exhibit 4.1 hereto).

 10.1      Purchase Agreement, dated as of March 11, 2014, by and among Jarden
           Corporation, and Barclays Capital Inc., Credit Suisse Securities (USA)
           LLC and J.P. Morgan Securities LLC, as representatives of the initial
           purchasers (filed as Exhibit 10.1 to the Company's Current Report on
           Form 8-K, filed on March 14, 2014, and incorporated herein by
           reference).

 99.1      Press Release, dated March 17, 2014, issued by Jarden Corporation
           (furnished only).


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