Jarden Corporation Announces Pricing of $600 Million Private Offering of
Senior Subordinated Convertible Notes
MIAMI, March 12, 2014
MIAMI, March 12, 2014 /PRNewswire/ -- Jarden Corporation (NYSE: JAH) (the
"Company") today announced the pricing of $600 million in aggregate principal
amount of Senior Subordinated Convertible Notes due 2034 (the "Convertible
Notes") in a private offering to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended. The Company has also
granted the initial purchasers an option to purchase up to an additional $90
million aggregate principal amount of the Convertible Notes.
The Convertible Notes will pay interest semiannually at a rate of 1.125% 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
conversion rate will be 13.3583 shares of the Company's common stock (subject
to customary adjustments) per $1,000 principal amount of the Convertible
Notes, which is equivalent to a conversion price of approximately $74.86 per
share, which represents a conversion premium of 22.50% to the closing sale
price of $61.11 per share of the Company's common stock on March 11, 2014.
The Company estimates that the net proceeds from the sale of the Convertible
Notes will be approximately $585 million, after deducting estimated fees and
The Company intends to use the net proceeds to repurchase up to $250 million
of shares of its common stock under its stock repurchase program, subject to
availability, and the remainder for general corporate purposes, which may
include repayment of debt.
The sale of the Convertible Notes is expected to close on March 17, 2014.
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 is being 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 consummation of the Company's
senior subordinated convertible notes offering and the intended use of
proceeds from such offering. These 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
Contact: Jarden Corporation: Rachel Wilson, 914-967-9400; or Investor
Relations: Allison Malkin, ICR, Inc., 203-682-8200; or Press: Liz Cohen, Weber
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