Jarden Corporation Announces Closing of $500 Million Private Offering of Senior Subordinated Convertible Notes and Common Stock Repurchase
RYE, N.Y., Sept. 18, 2012 /PRNewswire/ -- Jarden Corporation (NYSE: JAH) (the "Company") announced today the closing of its previously announced offering of $450 million in aggregate principal amount of Senior Subordinated Convertible Notes due 2018 (the "Convertible Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the Company announced that the initial purchasers exercised in full their option to purchase up to an additional $50 million in aggregate principal amount of the Convertible Notes.
The Convertible Notes will pay interest semi-annually at a rate of 1.875% per annum. Upon conversion, holders will receive, at the Company's discretion, cash, shares of the Company's common stock or a combination thereof. The initial conversion rate of the Convertible Notes is 14.1152 shares of Jarden common stock (subject to customary adjustments) per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $70.85 per share, representing a conversion premium of 34% to the closing sale price of $52.87 per share of the Company's common stock on September 12, 2012.
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 fees and expenses. The Company used approximately $100 million of the net proceeds of the offering to repurchase shares of its common stock under its stock repurchase program at a price per share of $52.87 through negotiated transactions with investors in the Convertible Notes offering. The Company intends to use the remaining net proceeds for general corporate purposes.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The Convertible Notes and the common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering of the Convertible Notes was made to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
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 intended use of proceeds from the offering of the Convertible Notes. These statements are based on management's estimates and assumptions with respect to future events 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
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