Jarden Commences Tender Offer and Consent Solicitation for its 8% Senior Notes due 2016
RYE, N.Y., March 14, 2013 /PRNewswire/ -- Jarden Corporation (NYSE: JAH) (the "Company") announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of its $300 million outstanding principal amount of 8% Senior Notes due 2016 (the "Notes") and the solicitation of consents from the holders (the "Holders") to adopt certain amendments to the indenture (the "Indenture") governing the Notes (the "Consent Solicitation").
The Tender Offer and the Consent Solicitation are scheduled to expire at 11:59 p.m., Eastern Time, on April 11, 2013 (the "Expiration Time"), unless extended or earlier terminated. Holders who validly tender their Notes and deliver their consents to the Tender Agent (as identified below) (and do not validly withdraw their Notes or revoke their consents) by 5:00 p.m., Eastern Time on March 27, 2013 (the "Early Tender Deadline"), unless extended or earlier terminated, will receive $1,046.75 per $1,000 principal amount of Notes (the "Total Consideration"), if such Notes are accepted for purchase, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes. The date of such payment is expected to be on March 28, 2013.
Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time will receive $1,016.75 per $1,000 principal amount of Notes (the "Offer Consideration"), if such Notes are accepted for purchase. Final settlement of the Tender Offer will occur promptly after expiration of the Tender Offer and is expected to be on April 12, 2013.
Holders whose tendered Notes are accepted for purchase will also receive accrued and unpaid interest from, and including, the most recent interest payment date for the Notes to, but not including, the applicable payment date for the Notes in the Tender Offer.
The Tender Offer is subject to the satisfaction or waiver of certain conditions, including general conditions and a financing condition of the Company's incurrence of an additional $250 million in term loans under the Company's senior credit facility. The consents are being solicited to eliminate substantially all of the restrictive covenants and related events of default contained in the Indenture. If the proposed amendments become operative, a notice of redemption to Holders whose Notes are to be redeemed will be permitted to be provided not less than 15 days before a redemption date instead of not less than 30 days before a redemption date as currently required under the Indenture. Holders may not tender their Notes pursuant to the Tender Offer without delivering consents or deliver consents without tendering their Notes.
Holders may withdraw tenders and revoke consents at any time prior 5:00 p.m., Eastern Time on March 27, 2013 (the "Withdrawal Deadline") unless extended by the Company.
If less than all of the Notes are tendered and accepted for purchase pursuant to the Tender Offer, the Company intends to redeem the remaining outstanding Notes upon the terms and conditions set forth in the Indenture; however, the Company is not obligated to do so.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and the related Consent and Letter of Transmittal made available to holders of the Notes.
The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated March 14, 2013 (the "Offer to Purchase") and the related Consent and Letter of Transmittal, copies of which may be obtained from D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (800) 769-4414 (US toll free) or, for banks and brokers, (212) 269-5550. The Company has retained Barclays Capital Inc. as lead dealer manager and Credit Suisse Securities (USA) LLC as co-dealer manager and solicitation agents in connection with the Tender Offer and the Consent Solicitation. Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to Barclays Capital Inc., at (800) 438-3242 (toll-free) and (212) 528-7581 (collect).
About Jarden Corporation
Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 100 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Aero®, Berkley®, Campingaz® and Coleman®, ExOfficio®, Fenwick®, Gulp!®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene®, Volkl® and Zoot®; Consumer Solutions: Bionaire®, Breville®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Tigex®. Headquartered in Rye, N.Y., Jarden ranks #371 on the Fortune 500 and has over 25,000 employees worldwide. For in-depth information about Jarden, please visit www.jarden.com.
Note: This news release contains "forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's earnings per share and adjusted diluted earnings per share, expected or estimated revenue, segment earnings, net interest expense, income tax provision, cash flow from operations, and reorganization and other non-cash charges, the outlook for the Company's markets and the demand for its products, consistent profitable growth, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic net sales growth, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies and transportation costs and the Company's ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Company's stock repurchase program, repurchase of the Company's debt securities from time to time pursuant to a tender offer or otherwise, the Company's ability to raise new debt, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including the Company's ability to integrate and obtain the anticipated results and synergies from its consummated acquisitions. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company's periodic and other reports filed with the Securities and Exchange Commission.
SOURCE Jarden Corporation