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EX-4.1 - EX-4.1 - JARDEN CORPd694475dex41.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 17, 2014

 

 

Jarden Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13665   35-1828377

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1800 North Military Trail, Boca Raton, Florida   33431
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (561) 447-2520

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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 18% 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 18% Senior Notes due 2022, 7 12% Senior Subordinated Notes due 2017, 1 78% Senior Subordinated Convertible Notes due 2018, 7 12% Senior Subordinated Notes due 2020 and 1 12% 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 18% 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 12% senior subordinated notes due 2020, the Company’s 7 12% senior subordinated notes due 2017, the Company’s 1 78% senior subordinated convertible notes due 2018 and the Company’s 1 12% 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 18% senior notes due 2022, and pari passu with their guarantees of the Company’s 7 12% senior subordinated notes due 2020, the Company’s 7 12% senior subordinated notes due 2017, the Company’s 1 78% senior subordinated convertible notes due 2018 and the Company’s 1 12% senior subordinated convertible notes due 2019 and any of their future senior subordinated indebtedness.

The Convertible Notes will be convertible into cash, shares of the Company’s Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election, based on an initial conversion rate of 13.3583 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $74.86 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 December 15, 2033, on any date during any calendar quarter beginning after June 30, 2014 (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 December 15, 2033, if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of Common Stock at a price per share less than the average closing sale price of Common Stock for the ten consecutive trading days immediately preceding, but excluding, the declaration date for such distribution;


    prior to December 15, 2033, if the Company distributes to all or substantially all holders of Common Stock cash, other assets, securities or rights to purchase its securities, which distribution has a per share value exceeding 10% of the closing sale price of Common Stock on the trading day immediately preceding the declaration date for such distribution, or if the Company engages in certain other corporate transactions as described in the Indenture;

 

    prior to December 15, 2033, during the five consecutive business-day period following any ten consecutive trading-day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day during such ten trading-day period was less than 98% of the closing sale price of Common Stock for each trading day during such ten trading-day period multiplied by the then current conversion rate;

 

    if the Company calls any of the Convertible Notes for redemption as described above; or

 

    on or after December 15, 2033, and on or prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, without regard to the foregoing conditions.

Upon conversion, the Company will be obligated to pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of Common Stock, the amount of cash and shares of Common Stock, if any, due upon conversion will be based on a daily conversion value (as described in the Indenture) calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the Indenture). Upon any conversion, subject to certain exceptions, holders of the Convertible Notes will not receive any cash payment representing accrued and unpaid interest. Instead, interest will be deemed to be paid by the cash, shares of Common Stock or a combination of cash and shares of Common Stock paid or delivered, as the case may be, upon conversion of a Convertible Note.

If holders elect to convert the Convertible Notes in connection with certain fundamental change transactions described in the Indenture, the Company will increase the conversion rate by a number of additional shares of Common Stock determined by reference to the provisions contained in the Indenture based on the effective date of, and the price paid (or deemed paid) per share of Common Stock in, such make-whole fundamental change. If holders of Common Stock receive only cash in connection with certain make-whole fundamental changes, the price paid (or deemed paid) per share will be the cash amount paid per share. Otherwise, the price paid (or deemed paid) per share will be equal to the average of the closing sale prices of Common Stock on the five trading days prior to, but excluding, the effective date of such make-whole fundamental change.

If the Company undergoes a fundamental change (as defined in the Indenture) prior to maturity, holders of the Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the fundamental change repurchase date.


The holders of the Convertible Notes may require the Company to repurchase some or all of the Convertible Notes for cash on March 15, 2024 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to but excluding, such repurchase date.

The Indenture provides for customary events of default (subject in certain instances to customary grace and cure periods). If an event of default occurs, the Trustee or holders of at least 25% of the aggregate principal amount of the then outstanding Convertible Notes may, among other things, declare the entire outstanding balance of principal of, and interest on, all outstanding Convertible Notes to be immediately due and payable. If an event of default involving certain bankruptcy events with respect to the Company occurs, payment of principal of, and interest on, the Convertible Notes will be accelerated without any action on the part of the Trustee or any holders of Convertible Notes.

A copy of the Indenture and the form of the 1 18% Senior Subordinated Convertible Note due 2034 (the “Form of Note”) are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Indenture and the Form of Note and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete text of the Indenture and the Form of Note.

 

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 18% 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 18% 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).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 21, 2014

 

JARDEN CORPORATION
By:  

/s/ John E. Capps

Name:   John E. Capps
Title:  

Executive Vice President - Administration, General Counsel and Secretary


Exhibit Index

 

Number

  

Exhibit

  4.1    Indenture related to Jarden Corporation’s 1 18% 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 18% Senior Subordinated Convertible Note due 2034 (included as Exhibit A to Exhibit 4.1 hereto).
99.1    Press Release, dated March 17, 2014, issued by Jarden Corporation (furnished only).