-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VUVA8dnXMj7sd7Hn4hfvLzlVqSHNtzntDiBxCmsqCCBroPwbbHycKWakTRfyEHcN fgMCbYE9lIdXhtBnVnM46Q== 0000889812-98-000721.txt : 19980327 0000889812-98-000721.hdr.sgml : 19980327 ACCESSION NUMBER: 0000889812-98-000721 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980326 SROS: NASD GROUP MEMBERS: JAVA ACQUISITION CORP. GROUP MEMBERS: SUNBEAM CORP/FL/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGNATURE BRANDS USA INC CENTRAL INDEX KEY: 0000883327 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363635286 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-42460 FILM NUMBER: 98574139 BUSINESS ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 BUSINESS PHONE: 4405424000 MAIL ADDRESS: STREET 1: 7005 COCHRAN ROAD CITY: GLENWILLOW STATE: OH ZIP: 44139-4312 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH O METER PRODUCTS INC /DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNBEAM CORP/FL/ CENTRAL INDEX KEY: 0000003662 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 251638266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 3057672100 MAIL ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FORMER COMPANY: FORMER CONFORMED NAME: SUNBEAM OSTER COMPANY INC /DE/ DATE OF NAME CHANGE: 19931210 SC 14D1/A 1 AMENDMENT NO. 1 TO TENDER OFFER STATEMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 1) TENDER OFFER STATEMENT Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ---------------- Signature Brands USA, Inc. (Name of Subject Company) Java Acquisition Corp. Sunbeam Corporation (Bidders) ---------------- Common Stock, par value $.01 per share (Title of Class of Securities) ---------------- 82667N 10 1 (CUSIP Number of Class of Securities) ---------------- David C. Fannin, Esq. Sunbeam Corporation 1615 South Congress Avenue Suite 200 Delray Beach, Florida 33445 Telephone: (561) 243-2100 Facsimile: (561) 243-2100 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Blaine V. Fogg, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue, Suite 46-80 New York, New York 10022 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 CALCULATION OF FILING FEE Transaction Valuation* $93,932,966. Amount of Filing Fee $18,787 - ---------- * Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 11,385,814 shares of common stock, $.01 par value (the "Shares"), of Signature Brands USA, Inc., at a price of $8.25 per Share in cash. Such number of Shares represents the 9,186,761 Shares outstanding as of March 5, 1998 and assumes the issuance prior to the consummation of the Offer of 2,199,053 Shares upon the exercise of outstanding options and warrants. The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [x/] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: 18,787 Form or Registration No.: Schedule 14D-1 Filing Party: Sunbeam Corporation and Java Acquisition Corp. Date Filed: March 6, 1998 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed on March 6, 1998 (the "Schedule 14D-1") by Java Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned indirect subsidiary of Sunbeam Corporation, a Delaware corporation ("Parent"), with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Shares"), of Signature Brands USA, Inc., a Delaware corporation (the "Company"), at $8.25 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 1998 (the "Offer to Purchase") a copy of which was filed as Exhibit (a)(1) to the Schedule 14D-1, as supplemented by the supplement thereto dated March 26, 1998 (the "Supplement") and in the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(2) to the Schedule 14D-1(which together, with any amendments and supplements thereto, constitute the "Offer"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Offer to Purchase, the Supplement and the Schedule 14D-1. ITEM 4. Source and Amount of Funds or Other Consideration. (a)-(b) Item 4 is hereby amended and supplemented by reference to Section 10 of the Supplement, which Section is incorporated herein by reference. ITEM 10. Additional Information. Item 10(c) is hereby amended and supplemented by reference to Section 15 of the Supplement, which Section is incorporated herein by reference. ITEM 11. Materials to be Filed as Exhibits. Item 11 is hereby amended to add the following exhibits: (a)(9) First Supplement to the Offer to Purchase dated March 26, 1998. (a)(10) Press Release of Parent dated March 25, 1998. (a)(11) Press Release of Parent dated March 26, 1998. (b)(1) Commitment letter among a group of financial institutions, including Morgan Stanley Senior Funds, Inc., provided to Parent on March 24, 1998. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 26, 1998 JAVA ACQUISITION CORP. By: /s/ David C. Fannin -- --------------------- Name: David C. Fannin Title: Executive Vice President and General Counsel SUNBEAM CORPORATION By: /s/ David C. Fannin -- ---------------------- Name: David C. Fannin Title: Executive Vice President and General Counsel 3 INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------- *(a)(1) Offer to Purchase dated March 6, 1998. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Press Release of Parent dated March 2, 1998. *(a)(8) Press Release of Parent dated March 9, 1998. (a)(9) First Supplement to the Offer to Purchase dated March 6, 1998. (a)(10) Press Release of Parent dated March 25, 1998. (a)(11) Press Release of Parent dated March 26, 1998. (b)(1) Commitment Letter among a group of financial institutions, including Morgan Stanley Senior Funds, Inc., provided to Parent on March 24, 1998. *(c)(1) Agreement and Plan of Merger, dated as of February 28, 1998, by and among Parent, Purchaser and the Company. *(c)(2) Stock Purchase Agreement, dated as of February 28, 1998, by and among Parent, Purchaser and the Major Sellers. *(c)(3) Confidentiality Agreement, dated as of February 17, 1998, by and between Parent and the Company. - ------------------------------------- * Previously filed. 4 EX-99.(A)(9) 2 FIRST SUPPLEMENT TO OFFER TO PURCHASE FIRST SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SIGNATURE BRANDS USA, INC. AT $8.25 NET PER SHARE BY JAVA ACQUISITION CORP., A WHOLLY OWNED INDIRECT SUBSIDIARY OF SUNBEAM CORPORATION ------------------------ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 2, 1998, UNLESS THE OFFER IS EXTENDED. ------------------------ THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 28, 1998 (THE 'MERGER AGREEMENT'), BY AND AMONG SUNBEAM CORPORATION ('PARENT'), JAVA ACQUISITION CORP. AND SIGNATURE BRANDS USA, INC. (THE 'COMPANY'). THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER AND HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. ------------------------ THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF SHARES WHICH, WHEN ADDED TO SHARES BENEFICIALLY OWNED BY PARENT (IF ANY), REPRESENTS AT LEAST 51% OF THE SHARES OUTSTANDING (ASSUMING EXERCISE OF ALL OUTSTANDING OPTIONS AND WARRANTS) ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT. THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE SECTION 14 OF THE OFFER TO PURCHASE. ------------------------ IMPORTANT Any stockholder who desires to tender all or any portion of such stockholder's Shares should either (i) complete and sign the Letter of Transmittal (or facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have such stockholder's signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or a facsimile thereof) and any other required documents to the Depositary and either deliver the certificates for such Shares to the Depositary or tender such Shares pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase or (ii) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee to tender such Shares. A stockholder who desires to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase. Questions and requests for assistance or for additional copies of this Supplement, the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be directed to the Information Agent or to the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement. A stockholder also may contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. ------------------------ THE DEALER MANAGER FOR THE OFFER IS: MORGAN STANLEY & CO. INCORPORATED March 26, 1998 To the Holders of Common Stock of SIGNATURE BRANDS USA, INC.: INTRODUCTION The following information amends and supplements the Offer to Purchase dated March 6, 1998 (the 'Offer to Purchase') of Java Acquisition Corp., a Delaware corporation ('Purchaser') and a wholly owned indirect subsidiary of Sunbeam Corporation, a Delaware corporation ('Parent'), pursuant to which the Purchaser is offering to purchase all outstanding shares of common stock, par value $.01 per share (the 'Shares'), of Signature Brands USA, Inc., a Delaware corporation (the 'Company'), at a price of $8.25 per Share (the 'Offer Price'), net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the 'Offer'). The terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer and this Supplement should be read in conjunction with the Offer to Purchase. Unless the context requires otherwise, capitalized terms used but not defined in this Supplement shall have the meanings ascribed to them in the Offer to Purchase. THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 10. SOURCE AND AMOUNT OF FUNDS Section 10 of the Offer to Purchase is supplemented and amended in its entirety to read as follows: The Offer is not conditioned upon financing. The total amount of funds required by Purchaser to consummate the Offer and the Merger, including the refinancing of approximately $168 million of debt presently owed by the Company, the payment of $5.5 million in prepayment penalties in connection with such refinancing and the payment of the fees and expenses of the Offer and the Merger, is estimated to be approximately $258 million. Purchaser will obtain all such funds from Parent in the form of capital contributions and/or loans. Parent will obtain such funds (i) from the proceeds of the sale of $2.014 billion principal amount at maturity of Parent's Zero Coupon Convertible Senior Subordinated Debentures Due 2018 (the 'Debentures') which were sold on March 25, 1998 (yielding net proceeds to Parent of approximately $727 million) in a private placement to qualified institutional buyers (as defined under Rule 144A under the Securities Act) and to a limited number of other institutional accredited investors (as defined in Rule 501 under the Securities Act) and (ii) from borrowings under a $2 billion credit facility (the 'New Credit Facility'), to be provided to Parent, Coleman Company, Inc., First Alert, Inc., and the Company by a group of financial institutions, including Morgan Stanley Senior Funds, Inc. ('MSSF') pursuant to a commitment letter provided by MSSF to Parent on March 24, 1998 (the 'Commitment Letter'). The Debentures were sold at an issue price of $372.43 per $1,000 principal amount at maturity, which represents a yield to maturity of 5.0% per annum (computed on a semi-annual bond equivalent basis) calculated from March 25, 1998. The Debentures are convertible, at the option of the holder, at any time after 90 days from original issuance and prior to maturity unless previously redeemed or purchased by Parent, into common stock, par value $.01 per share, of Parent ('Parent Common Stock'), at the rate of 6.575 shares per $1,000 principal amount at the maturity of the Debentures. The Debentures are not secured; are not redeemable by Parent prior to March 25, 2003, and thereafter are redeemable at the option of Parent for cash at redemption prices equal to the issue price plus accrued original issue discount to the date of redemption; and may be redeemed for cash at the option of the holder if there is a Fundamental Change (as defined) at a price equal to the issue price plus accrued original issue discount to the date of redemption, subject to adjustment in certain circumstances. Parent will purchase Debentures, at the option of the holder, at March 25 , 2003, March 25, 2008 and March 25, 2013, at purchase prices equal to the issue price plus accrued original issue discount to such dates. Parent may, at its option, pay such purchase price in cash or Parent Common Stock, or any combination thereof. 1 It is presently expected that the New Credit Facility will be entered into on March 30, 1998 and, in any event, prior to the Initial Expiration Date for the Offer, which is 12:00 Midnight, New York City time, on Thursday April 2, 1998. The New Credit Facility will provide for up to $1.4 billion in term loans and $600 million in revolving credit loans. Borrowings under the term loans will mature on a seven or eight and one-half year amortization schedule (depending on the term loan), subject to certain mandatory repayments customary for term loans under credit facilities of a similar nature, and revolving credit borrowings will mature seven years from the closing of the New Credit Facility. Interest on borrowings under the New Credit Facility will accrue, at Parent's option, at the London Interbank Offered Rate plus an agreed upon interest margin or at the Base Rate of the Administrative Agent for the term loan (generally the higher of the prime commercial lending rate of the Administrative Agent or the Federal Funds Rate plus 1/2 of 1%) plus an agreed upon interest margin. Borrowings under the New Credit Facility will be secured by a pledge of the stock of certain of Parent's subsidiaries (including the Purchaser) and, at the lender's request, by security interests in substantially all of the assets of Parent and its subsidiaries (including the Company following the Merger). In addition, borrowings under the New Credit Facility will be guaranteed by certain of Parent's wholly-owned U.S. subsidiaries (including the Company following the Merger) and such subsidiary guarantees will be secured as described above. To the extent borrowings are made by any subsidiaries of Parent, the obligations of such subsidiaries will be guaranteed by Parent. It is anticipated that the Debentures and borrowings under the Term Loan will be repaid from funds generated internally by Parent and its subsidiaries (including the Company after the Merger), although Parent may in the future refinance these financings. THE DEBENTURES WERE SOLD IN A TRANSACTION NOT REGISTERED UNDER THE SECURITIES ACT WHICH ANTICIPATES RESALES PURSUANT TO RULE 144A TO QUALIFIED INSTITUTIONAL BUYERS. THE DEBENTURES AND THE PARENT COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION. THE FOREGOING DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES. 15. CERTAIN LEGAL MATTERS Section 15 of the Offer to Purchase is supplemented by adding the following: Antitrust. Parent and the Company filed their Notification and Report Forms with respect to the Offer under the HSR Act on March 6, 1998. The waiting period under the HSR Act with respect to the Offer expired at 11:59 p.m., New York City time, on March 25, 1998. JAVA ACQUISITION CORP. March 26, 1998 2 Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at one of the addresses set forth below: The Depositary for the Offer is: THE BANK OF NEW YORK BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER: (for Eligible Institutions Only) (212) 815-6213 Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 101 Barclay Street Church Street Station Receive and Deliver Window New York, New York 10286-1248 New York, New York 10286 FOR CONFIRMATION TELEPHONE: (800) 507-9357
Any questions or requests for assistance or additional copies of this Supplement, the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification on Substitute Form W-9 may be directed to the Information Agent or the Dealer Manager at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: HILL & KNOWLTON 466 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (800) 755-3002 The Dealer Manager for the Offer is: MORGAN STANLEY & CO. INCORPORATED 1585 BROADWAY NEW YORK, NY 10036 (212) 761-6094 (CALL COLLECT) EX-99.(A)(10) 3 PRESS RELEASE Exhibit (a)(10) FOR IMMEDIATE RELEASE SUNBEAM CORPORATION ANNOUNCES SUCCESSFUL PRIVATE PLACEMENT OF $750 MILLION OF CONVERTIBLE DEBENTURES Delray Beach, FL, (March 25, 1998) - Sunbeam Corporation (NYSE:SOC) announced that it closed today a private placement of $750 Million ($2.014 billion principal amount at maturity) Zero Coupon Convertible Debentures. Net proceeds to Sunbeam will be approximately $727 Million. The Debentures were offered and sold only to qualified institutional buyers and other institutional accredited investors at a price of $372.43 per $1,000 principal amount at maturity, representing an original issue discount of 62.757%. The Debentures have a yield to maturity of 5% per annum and are convertible into Sunbeam common shares at a conversion rate of 6.575 shares per $1,000 principal amount of Debentures at maturity. Proceeds of the offering will be used to finance a portion of the acquisition costs of the Company's recently announced acquisitions of The Coleman Company, First Alert, Inc. and Signature Brands USA, Inc. and for other corporate purposes, including the repayment of outstanding indebtedness. Al Dunlap, Sunbeam's Chairman and CEO, stated, "The overwhelming response of the investment community to this offering reflects a high level of confidence in Sunbeam's strategic direction and its prospects for the future. The initial offering of Debentures was substantially over-subscribed, and the Company decided to increase the size of the offering by 50% from $500 Million in gross proceeds to $750 Million. We are in the process of creating a powerful 'house of brands' at Sunbeam with the recently announced acquisitions of Coleman, Signature Brands and First Alert, and obviously the markets agree with our strategy to become the global leader in durable branded consumer products through acquisitions which are selective, opportunistic and accretive." The balance of the debt financing for the acquisitions of Coleman, First Alert and Signature Brands will be in the form of a senior credit facility through a syndicate being led by Morgan Stanley Dean Witter, Bank of America and First Union. The credit facility, which will consist of $1.4 Billion in term loans and a $600 Million revolving credit facility, is expected to close in the next several days. In addition to financing the three acquisitions, proceeds of all components of the Company's financings will be available to invest in the business, as well as for possible future acquisitions. The Debentures have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 2 Cautionary Statements - Statements contained in this press release, including statements relating to the Company's expectations regarding anticipated performance in the future, are "forward looking statements," as such term is defined in the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from the Company's statements in this release regarding its expectations, goals, or projected results, due to various factors, including those set forth in the Company's Cautionary Statements contained in its Form 10-K for the year ended December 28, 1997, filed with the Securities and Exchange Commission. Sunbeam Corporation is a leading consumer products company that designs, manufactures and markets, nationally and internationally, a diverse portfolio of brand name consumer products. The Company's Sunbeam(R) and Oster(R) brands have been household names for generations, both domestically and abroad, and the Company is a market leader in many of its product categories. # # # Contact: Rich Goudis Sunbeam Corporation (561) 243-2143 3 EX-99.(A)(11) 4 PRESS RELEASE Exhibit (a)(11) FOR IMMEDIATE RELEASE SUNBEAM CORPORATION CLEARS HART SCOTT ON ACQUISITIONS OF SIGNATURE BRANDS AND FIRST ALERT Delray Beach, FL, (March 26, 1997) - Sunbeam Corporation (NYSE:SOC) announced today that the required waiting periods under the Hart Scott Rodino Antitrust Improvements Act for its acquisitions of First Alert, Inc. and Signature Brands USA, Inc. have expired. As previously announced, Sunbeam's offers to purchase shares of First Alert and Signature Brands will expire at midnight on April 2, 1998, unless extended. First Alert, Inc. is a leading producer of smoke detectors, carbon monoxide detectors, fire extinguishers and other safety equipment for the consumer. Signature Brands USA, Inc. is the leading producer of consumer coffee makers, through its Mr. Coffee(R) brand, and a leading producer of home and professional scales through its Health o meter(R) brand of products. Albert J. Dunlap, Sunbeam's Chairman and CEO, stated, "We are pleased to have received clearance to complete these two acquisitions. We look forward to rapidly assimilating these excellent product lines and powerful brands into the Sunbeam family of leading global branded durable consumer products." Cautionary Statements - Statements contained in this press release, including statements relating to the Company's expectations regarding anticipated performance in the future, are "forward looking statements," as such term is defined in the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from the Company's statements in this release regarding its expectations, goals, or projected results, due to various factors, including those set forth in the Company's Cautionary Statements contained in its Form 10-K for the period ended December 28, 1997, filed with the Securities and Exchange Commission. Sunbeam Corporation is a leading consumer products company that designs, manufactures and markets, nationally and internationally, a diverse portfolio of brand name consumer products. The Company's Sunbeam(R) and Oster(R) brands have been household names for generations, both domestically and abroad, and the Company is a market leader in many of its product categories. # # # Contact Rich Goudis Sunbeam Corporation (561) 243-2143 2 EX-99.(B)(1) 5 COMMITMENT Exhibit (b)(1) CONFIDENTIAL COMMITMENT LETTER March 25, 1998 Sunbeam Corporation 1615 South Congress Avenue Suite 200 Delray Beach, Florida 33445 Attention: Dear Ladies and Gentlemen: You have advised each of (i) Morgan Stanley Senior Funding, Inc. (together with its affiliates, "MSSF"), (ii) Bank of America NT&SA ("BANTSA") and BancAmerica Robertson Stephens ("BARS"; BARS and BANTSA are hereinafter referred to collectively or, if the context so requires, singularly as "BA") and (iii) First Union National Bank ("First Union Bank") and First Union Capital Markets, a division of Wheat First Securities, Inc. ("First Union Securities"; First Union Bank and First Union Securities are hereinafter collectively or, if the context so requires, singularly as "First Union") that Sunbeam Corporation ("Sunbeam") intends to acquire, directly or indirectly, through one or more wholly-owned subsidiaries (the "Acquisition"): (a) 100% of the capital stock of CLN Holdings Inc. and at least 82% of the capital stock of The Coleman Company, Inc. ("Coleman") (for Sunbeam stock and up to approximately $1.185 billion in cash and assumption of existing debt), (b) control of Signature Brands USA, Inc. ("Signature") (for up to approximately $250 million in cash and assumption of existing debt) and (c) control of First Alert, Inc. ("First Alert"; together with Coleman and Signature, the "Targets") (for up to approximately $175 million in cash and assumption of existing debt). You have indicated to MSSF, BA and First Union that you are seeking up to $2.0 billion in senior secured credit facilities (the "Senior Facilities") to finance the payment of the consideration for the Acquisition, to refinance existing indebtedness of Sunbeam and the Targets and their subsidiaries, to pay related fees and expenses and to finance the ongoing working capital and other general requirements of Sunbeam. MSSF is pleased to offer to commit to provide 40% of the Senior Facilities, and each of BA and First Union is pleased to offer to commit to provide 30% of the Senior Facilities, in each case on the terms and conditions outlined herein and in the Summary of Terms and Conditions attached hereto (the "Term Sheet"). The commitments of MSSF, BA and First Union hereunder are several and not joint. Each of MSSF, BA and First Union reserve the right to terminate its obligations under the preceding paragraph if (i) the terms of the proposed transactions are changed from those described herein and in the Term Sheet in any respect determined by it to be material, (ii) any information submitted to it is inaccurate, incomplete or misleading in any respect determined by it to be material, (iii) any adverse change occurs in, or any additional information is disclosed to or discovered by it (including information and conclusions contained in any review or report required to be provided to it in connection herewith) which it deems materially adverse in respect of, the condition (financial and other), business, operations, assets, nature of assets, liabilities or prospects of Sunbeam, the Targets or any of their respective subsidiaries, the security for the Senior Facilities or the ability of Sunbeam or any Target to fulfill any of its obligations under the Senior Facilities in accordance with the terms thereof, (iv) any of the fees provided for in the Fee Letters dated the date hereof and delivered herewith (the "Fee Letters") are not paid when due, or (v) a material adverse change has occurred in financial, banking or capital markets after the date of delivery of this letter. In addition, from the date of acceptance of the offer set forth in this letter until the earlier of the signing of the definitive financing agreements and the termination of the commitments of MSSF, BA and First Union under this letter, you will ensure that no financing for the Borrowers or any of its subsidiaries or affiliates shall be syndicated or privately placed which, in the reasonable judgment of MSSF, BA or First Union would have a detrimental effect upon this transaction. It is agreed that MSSF will act as Arranger and Syndication Agent (the "Syndication Agent"), that First Union will act as Administrative Agent and Co- Arranger (the "Administrative Agent"), and that BA will act as Documentation Agent and Co-Arranger (the "Documentation Agent"; together with the Syndication Agent and the Administrative Agent, the "Agents"), in each case in respect of the Senior Facilities. The Agents will syndicate the Senior Facilities to a group of financial institutions identified by the Agents in consultation with you. Upon any acceptance by the Agents of commitments of other lenders, the amount of the commitments of MSSF, BA and First Union will be reduced ratably by the amount of any such commitments so accepted. The Agents will, in consultation with you, manage all aspects of the syndication, including its timing, the selection of potential lenders, the acceptance and allocation of commitments and the amount and distribution of fees among lenders. In accordance with market practice, an Information Package containing relevant information concerning the 2 Senior Facilities, Sunbeam and the Targets will be provided, on a confidential basis, to potential lenders. The Agents shall be pleased to assist in the preparation of such a package. You agree to cooperate, and to cause the management of Sunbeam and the Targets to cooperate, with the Agents in effecting the syndication of the Senior Facilities, including, without limitation, participating in a reasonable number of lender group meetings held in connection with such syndication. You hereby represent and covenant that (a) all information, other than (x) information of a general economic nature and (y) projections, pro forma financial statements, financial models and business plans (the "Projections"), concerning Sunbeam, the Targets or the Acquisition and the other transactions contemplated hereby that has been or will be made available to any of us by you or any of your representatives in connection with the transactions contemplated hereby, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to any of us by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions. You agree to supplement such information, including, without limitation, the Projections, from time to time so that the representations and warranties in the preceding sentence remain correct in all material respects until the closing date under the Senior Facilities. In arranging and syndicating the Senior Facilities, each of us will use and rely on such information, including, without limitation, the Projections, without independent verification thereof. By your acceptance below, you hereby indemnify and hold harmless each of MSSF, BA and First Union and the other lenders and each of their respective directors, officers, employees, agents, attorneys, affiliates and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of, result from or in any way relate to this letter, the Term Sheet, the Fee Letters or the other transactions contemplated hereby or the providing or syndication of the Senior Facilities, and to reimburse each Indemnified Person, upon its demand, for any legal and/or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding out of which such expenses arise), other than any of the foregoing claimed by any Indemnified Person to the extent determined by a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or willful misconduct of 3 such Indemnified Person. None of MSSF, BA, First Union or any other lender shall be responsible or liable to Sunbeam, the Targets or any other person for consequential damages. In addition, you hereby agree to reimburse each of MSSF, BA and First Union from time to time upon demand for its reasonable out of pocket costs and expenses (including, without limitation, legal fees and expenses, appraisal, consultant and other professional fees, and printing, reproduction and document delivery costs) incurred in connection with the syndication of the Senior Facilities and the preparation, review, negotiation, execution and delivery of this letter, the Term Sheet, the Fee Letters, the definitive financing agreements and any other documents relating to the transactions contemplated hereby. Your obligations under this paragraph shall survive any termination of this letter and shall be effective regardless of whether definitive financing agreements are executed. If definitive financing agreements are executed, your obligations under this paragraph shall be superceded by the indemnification provisions in the definitive financing agreements. You acknowledge that MSSF, BA or First Union may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or your affiliates may have conflicting interests regarding the transactions described herein and otherwise. None of MSSF, BA and First Union will use confidential information obtained from you or any of your affiliates by virtue of the transactions contemplated by this letter or its other relationships with you and your affiliates in connection with the performance by it of services for other companies, and will not furnish any such information to other companies. You also acknowledge that none of MSSF, BA and First Union have any obligation to use in connection with the transactions contemplated by this letter, or to furnish to you or any of your affiliates, confidential information obtained from other companies. This letter, the Term Sheet and the Fee Letters are delivered to you on the condition that they be kept confidential and not shown to or discussed with any third party (other than on a confidential and need to know basis with your counsel, board of directors, and your financial advisors, and except as required by applicable law) without the prior approval of each of MSSF, BA and First Union; provided that (i) this letter and the Term Sheet (but not the Fee Letters or the terms and substance thereof) may be disclosed to each of the Targets and its board of directors, officers, agents, advisors and employees directly involved in the consideration of this matter on a confidential basis and (ii) the foregoing restrictions shall cease to apply (except in respect of the Fee Letters and their terms and substance) after this letter has been accepted by you. 4 The offer of MSSF, BA and First Union set forth in this letter will terminate at 5:00 P.M. (New York City time) on March 25, 1998 unless you accept this letter and the Fee Letters at or prior to that time by signing and returning to MSSF, BA and First Union counterparts of this letter and the Fee Letters. Each of MSSF, BA and First Union reserves the right to terminate such offer at any time prior to your acceptance of this letter. The commitments of MSSF, BA and First Union under this letter, if accepted by you, will in any event terminate at 5:00 P.M. (New York City time) on April 15, 1998, if the initial borrowings under the Senior Facilities shall not have occurred on or prior to such date. This letter and the Fee Letters may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement, and this letter, the Term Sheet and the Fee Letters may not be assigned by you without the prior written consent of each of MSSF, BA and First Union and may not be amended or any provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto. This letter, the Term Sheet and the Fee Letters shall be governed by and construed in accordance with the law of the State of New York without reference to principles of conflicts of law. If you are in agreement with the foregoing, please sign and return to the undersigned one copy of this letter. Very truly yours, MORGAN STANLEY SENIOR FUNDING, INC. BY: /s/ Michael A. Hart - ------------------------ Name: Michael A. Hart Title: Principal BANK OF AMERICA NT&SA BY: /s/ Jay R. Allen - ------------------------------- Name: Jay R. Allen Title: Senior Vice President 5 BANCAMERICA ROBERTSON STEPHENS BY: /s/ Robert Karen - ------------------------ Name: Robert Karen Title: Vice President FIRST UNION NATIONAL BANK BY: /s/ Tom Molitor - ------------------------------- Name: Tom Molitor Title: Senior Vice President FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT FIRST SECURITIES, INC. BY: /s/ Kimberley A. Quinn - ----------------------------- Name: Kimberley A. Quinn Title: Vice President Accepted and agreed this 25th day of March, 1998 SUNBEAM CORPORATION BY: /s/ Russell A. Kersh - ----------------------------------- Name: Russell A. Kersh Title: Vice Chairman, Executive Vice President & Chief Financial Officer 6 CONFIDENTIAL SENIOR FACILITIES SUMMARY OF TERMS AND CONDITIONS (Capitalized terms used and not defined herein have the meanings set forth in the letter to which this summary is annexed) Borrowers: Sunbeam Corporation ("Sunbeam") and its successors, The Coleman Company, Inc. ("Coleman"), Signature Brands USA, Inc. ("Signature") and First Alert, Inc. ("First Alert"). Upon the repayment, or assumption thereof by Sunbeam, of loans (and all other obligations relating thereto) made to any of Coleman, Signature or First Alert, such Borrower will be released from its obligations as a Borrower. Guarantors: Sunbeam shall guarantee all obligations of Coleman, Signature and First Alert. Upon repayment of loans made to such entities or assumption thereof by Sunbeam, Sunbeam will be released from its guarantee. In addition, the Senior Facilities will be guaranteed by Subsidiaries of Sunbeam as set forth herein. Syndication Agent & Arranger: Morgan Stanley Senior Funding, Inc. ("MSSF"). Co-Arrangers: BancAmerica Robertson Stephens and First Union Capital Markets, a division of Wheat First Securities, Inc. Lenders: MSSF, Bank of America NT&SA ("BA"), First Union National Bank ("First Union") and a group of financial institutions (collectively the "Lenders") acceptable to the Borrower and the Agents. Documentation Agent: BA Administrative Agent: First Union (together with the Syndication Agent and the Documentation Agent, the "Agents"). Purpose: To provide part of the financing required to consummate the Acquisition, to refinance certain existing indebtedness, to pay related fees and expenses, and to finance ongoing working capital, permitted acquisitions and other general requirements of the Borrowers. Types and Amounts Revolving Credit Facility: of Senior Facilities: $600,000,000 revolving credit facility, with up to an amount to be determined available for letters of credit and multicurrency borrowings. The Lenders will agree to amend the Senior Credit Facilities to provide for a Competitive Bid feature following receipt of an investment grade rating with respect to Sunbeam's long-term debt or, if Sunbeam's long-term debt is not rated, upon achieving a leverage ratio at or below 2.0 to 1 for a specified period of time to be agreed. Term Loan A Facility: $900,000,000 delayed draw term loan facility, subject to reductions as set forth below. Term Loan B Facility: $500,000,000 term loan facility, subject to reductions as set forth below. Initial Closing Date: The date of the execution and delivery of definitive loan documents for the Senior Facilities, which shall occur on or before April 15, 1998 and shall be the date of consummation of the acquisition of control of Coleman. Subsequent Closing The dates of consummation of the Dates: acquisitions of Signature and First Alert and of the repayment of outstanding debt of Coleman, First Alert and Signature (together with the Initial Closing Date, each a "Closing Date"). Final Maturity: With respect to the Revolving Credit Facility and the Term Loan A Facility, seven years from the Initial Closing Date. With respect to the Term Loan B Facility, eight and a half years from the Initial Closing Date. Amortization: Revolving Credit Facility: The revolving credit loans shall be repaid in full upon, and all letters of credit shall expire thirty days prior to, Final Maturity. Term Loan Facilities: The Term Loan A Facility shall be amortized in semi-annual installments to be determined. The Term Loan B Facility shall be amortized in semi-annual installments aggregating 1% per annum each of the first seven years, 63% in the eighth year and 30% in the last six months of this Facility. 2 Availability: Revolving Credit Facility: Drawings may be made at any time from the Initial Closing Date to but excluding the Final Maturity of the Revolving Credit Facility. Term Loan Facilities: Drawings may be made under the Term Loan A Facility during an availability period to be agreed. A single drawing under the Term Loan B Facility may be made on the Closing Date relating to the acquisition of Signature and First Alert. Amounts prepaid or repaid may not be borrowed. Interest: Base Rate and LIBOR loans will be available, as follows: A. Base Rate Option Interest shall be at the Base Rate of the Administrative Agent plus the applicable interest margin, payable quarterly in arrears. The Base Rate is defined as the higher of the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, or the prime commercial lending rate of the Administrative Agent (the "Prime Rate"), as announced from time to time at its head office. Interest will be calculated on the basis of the actual number of days elapsed in a year of 360 days; provided that interest at the Prime Rate will be calculated on the basis of a year of 365 or 366 days, as the case may be. Base Rate borrowings and repayments shall be made available on one business day's prior notice and shall be in minimum amounts to be agreed. B. LIBOR Interest shall be determined for periods (subject to availability to each Lender) ("Interest Periods") of one, three or six months (as selected by the Borrower) and shall be at an annual rate equal to the London Interbank Offered Rate ("LIBOR") for the corresponding deposits of U.S. Dollars plus the applicable interest margin. LIBOR will be determined by the Reference Lenders at the start of each Interest Period. Interest will be paid at the end of each Interest Period or quarterly, whichever is earlier, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory Regulation D reserve requirements (if any). LIBOR borrowings and repayments shall require three business days' prior notice and shall be in minimum amounts to be agreed. 3 Reference Lenders: A representative sample of Lenders will be selected as Reference Lenders to establish LIBOR. Interest Margins: Initial margins under each of the Revolving Credit Facility and the Term Loan A Facility will be .25% for Base Rate loans and 1.50% for LIBOR loans. Initial margins under the Term Loan B Facility will be .75% for Base Rate loans and 2.00% for LIBOR Loans. Upon delivery of a compliance certificate for the first full fiscal quarter of Sunbeam ended after the Initial Closing Date (the "Grid Date"), margins will be determined in accordance with the attached Pricing Grid, based upon Sunbeam's consolidated total leverage ratio. Default Interest: 2.00% per annum in excess of the rate (including the applicable interest margin) otherwise applicable on any amount which is not paid when due. Letter of Credit Fees: For the account of each Lender, the applicable margin for LIBOR loans, less the fronting fee payable to the issuing bank; and, in each case for the account of the issuing bank, a fronting fee of 1/4% of and all other reasonable and customary fees. Commitment Fees: Initially, 3/8% per annum on the daily aggregate unused amounts of the commitments under the Facilities (other than the Term Loan B Facility), payable to the Administrative Agent, for the account of the Lenders, from and after the Initial Closing Date; beginning on the Grid Date, rate to be determined in accordance with the attached Pricing Grid. Accrued commitment fees will be payable quarterly in arrears (calculated on a 360 day basis). 4 Mandatory Prepayments: An amount equal to (i) 100% of the net proceeds in excess of $5,000,000 received from the sale or disposition of all or any part of any asset of Sunbeam or any of its subsidiaries (with exceptions, including (a) in the ordinary course of business and for reinvestment of up to $20,000,000 per year and (b) in connection with the rationalization of existing and acquired businesses up to an amount to be agreed), (ii) 100% of the net proceeds received from the issuance of debt (other than permitted debt, which shall include, without limitation, (a) the zero coupon convertible senior subordinated debentures due 2018 of Sunbeam, (b) up to $6,235,000 of general obligation bonds of Sunbeam Products, Inc, (c) up to $4,265,000 of Wayne County Development Bonds, (d) local currency loans to foreign subsidiaries, up to an aggregate principal amount to be agreed and (e) up to an amount to be agreed in connection with accounts receivable financing) by Sunbeam or any of its subsidiaries after the Initial Closing Date, (iii) in the event any tender for bonds of Sunbeam or the Targets in connection with the Acquisition ("Tendered Bonds") results in more than $1,000,000 of such Tendered Bonds remaining outstanding, an amount equal to the face amount of such Tendered Bonds remaining outstanding after consummation of such tender, (iv) 100% of all insurance recoveries or condemnation awards in excess of $5,000,000 not committed within 180 days toward repair or replacement of the damaged or condemned property or toward environmental remediation costs and (v) for each fiscal year of Sunbeam (beginning with the fiscal year ending in 1998), the Applicable Percentage of Excess Cash Flow (to be defined in a manner satisfactory to the Agents and Sunbeam) of Sunbeam and its subsidiaries, computed on the basis of its audited annual financial statements, shall be applied to repay without penalty or premium (except for LIBOR breakage costs, if any): first, a proportionate part of the outstanding loans under the Term Loan A Facility and, to the extent the Term Loan B Facility Lenders so elect, under the Term Loan B Facility and second (once all the Term Loan Facilities loans have been paid in full), to provide cash collateral for outstanding letters of credit under the Revolving Credit Facility. Term Loan Facilities prepayments shall be applied to reduce scheduled amortization payments pro rata across all maturities. The Applicable Percentage of Excess Cash Flow shall be 50% until the leverage ratio (to be defined in a manner satisfactory to Sunbeam and the Agents) is below a level to be determined, and 25% thereafter. 5 Voluntary Prepayments: Permitted in whole or in part, with prior notice and without premium or penalty other than payment of LIBOR breakage costs (if any), subject to limitations as to minimum amounts (to be determined) of prepayments. Partial prepayments of the Term Loan Facilities are to be applied in a manner satisfactory to Sunbeam. Voluntary Reduction of Permitted in whole or in part upon three Commitments: business days' prior notice, subject to minimum amounts to be agreed. Security: The Senior Facilities, the guarantees referred to below and any interest rate protection provided by a Lender will be secured by perfected first priority (i) pledges of the stock of Sunbeam's direct and indirect subsidiaries (subject to limitations for tax purposes in the case of foreign subsidiaries), and security interests in all obligations owed to any Borrower from any of its direct or indirect subsidiaries, whether outstanding on the Initial Closing Date or made thereafter, and (ii) upon the request of the Requisite Lenders, security interests in and liens upon substantially all other assets (subject to exceptions, including for accounts receivables financing and for real property securing or permitted to secure industrial revenue bonds or other similar debt, up to amounts to be agreed) now or hereafter owned by Sunbeam and such subsidiaries, including, but not limited to, accounts receivable, inventory, general intangibles and real property of Sunbeam and such subsidiaries. Notwithstanding the foregoing, no pledge of stock of CLN Holdings, Coleman Worldwide, or Coleman or any Coleman subsidiary shall be created until the later of (i) consummation of the second-step Coleman merger and (ii) the redemption of the CLN Holdings notes and the Coleman Worldwide LYONs; no pledge of the stock of any of the Signature subsidiaries shall be created until the closing of the second-step Signature merger, and no pledge of the stock of any of the First Alert subsidiaries shall be created until the closing of the second-step First Alert merger. 6 Guarantees: The Senior Facilities will be guaranteed, on a joint and several basis, by all of Sunbeam's direct and indirect subsidiaries (subject to limitations for tax purposes in the case of foreign subsidiaries) and, with respect to loans made to Coleman, Signature and First Alert, by Sunbeam. Such guarantees will (i) if requested by the Agents, provide for a complete waiver by the guarantors thereunder of any rights to subrogation, reimbursement or indemnification, (ii) upon the request of the Requisite Lenders, be secured by substantially all assets owned by such guarantors and (iii) be limited to the largest amount that would not render the obligations subject to avoidance under applicable bankruptcy law. Notwithstanding the foregoing, no guarantee will be given by CLN Holdings, Coleman Worldwide, Coleman or any Coleman subsidiary until the later of the consummation of the second-step Coleman merger and the redemption of the CLN Holdings notes and the Coleman Worldwide LYON's; no guarantee will be given by Signature or any of its subsidiaries until the consummation of the second-step Signature merger, and no guarantee will be given by First Alert or any of its subsidiaries until the consummation of the second- step First Alert merger. Documentation: The Senior Facilities will be subject to the negotiation, execution and delivery of a definitive credit agreement (including schedules, exhibits and ancillary documentation) and related security agreements, guarantees and other supporting documentation satisfactory to the Lenders. Such credit agreement will contain representations and warranties (including, without limitation, as to the absence of a material adverse change in the condition (financial or otherwise), assets, nature of assets, liabilities (including, without limitation, tax, ERISA and environmental liabilities) or prospects of Sunbeam and its subsidiaries taken as a whole), funding and yield protection provisions (including, without limitation, a requirement for compensation for the cost of compliance by the Lenders with capital adequacy and similar requirements), conditions precedent, covenants, events of default and other provisions determined by the Lenders to be appropriate for transactions of this type, including (without limitation) the following: A. Conditions Precedent: Conditions precedent to the initial borrowings under the Senior Facilities will include (without limitation): 7 (i) The Lenders' review of and reasonable satisfaction with the structure and final terms and conditions of, and the documentation relating to, among other things, the Acquisition and the sale or purchase of any securities issued in connection therewith. (ii) The Lenders' satisfaction with Sunbeam's projections and pro forma financial statements reflecting the forecasted financial condition, income and expenses of Sunbeam and its subsidiaries after giving effect to the Acquisition, the borrowings under the Senior Facilities, and the other transactions contemplated hereby, and the Lenders' satisfaction with the condition (financial or otherwise), operations, assets, nature of assets, management, liabilities and prospects of the Targets, Sunbeam and their subsidiaries. (iii) The Lenders shall have completed their due diligence and be satisfied with such review, including, without limitation, with respect to (a) Sunbeam's tax assumptions, (b) the ownership, corporate, organizational and legal structure of Sunbeam and its subsidiaries, (c) the collateral available to secure the Senior Facilities, (d) the Targets' and Sunbeam's material contracts, including all material purchasing agreements, and (e) all indemnities in favor of the Targets and Sunbeam. (iv) Simultaneously with the initial borrowing under the Senior Facilities, Sunbeam shall have (a) received net cash proceeds of at least $750 million from the issuance of zero coupon subordinated convertible notes, all on terms and conditions satisfactory to the Agents and (b) issued 14,099,749 shares of common stock as partial consideration for the acquisition of Coleman. (v) All conditions to the acquisition of Coleman shall have been met or waived with the concurrence of the Lenders (not to be unreasonably withheld). 8 (vi) The Agents' and Lenders' review of and reasonable satisfaction with solvency certificates of officers of Sunbeam, supporting the conclusions that, after giving effect to the Acquisition, the borrowings under the Senior Facilities and the other transactions contemplated hereby, none of the entities liable to the Lenders is insolvent or will be rendered insolvent thereby, will be left with unreasonably small capital with which to engage in its business or will have incurred debts beyond its ability to pay such debts as they mature. (vii) The Agents' satisfaction that (i) the borrowings under the Senior Facilities and the other funding for the Acquisition shall be in full compliance with all legal requirements, including (without limitation) Regulations G, T, U and X of the Board of Governors of the Federal Reserve System and (ii) all necessary and material licenses, permits and government and third party consents and approvals in connection with such borrowings and the Acquisition shall have been obtained and remain in effect. (viii) Evidence reasonably satisfactory to the Agents of compliance with all applicable laws and regulations, including all applicable environmental laws and regulations, subject to exceptions which are deemed immaterial by the Agents. (ix) The Lenders' review of and satisfaction with environmental risks (including the potential levels of environmental liabilities) with respect to the Targets, Sunbeam and their subsidiaries. (x) The Agents' receipt of favorable legal opinions, including, without limitation, opinions of Borrowers' and sellers' counsel. (xi) The Agents' satisfaction with all litigation and proceedings against or affecting the Targets, Sunbeam and their subsidiaries deemed material by the Agents. (xii) The Administrative Agent, for the benefit of Lenders, shall have a perfected, first priority security interest as required above under the heading "Security", supported by appropriate lien searches. 9 (xiii) All reasonable costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation payable to the Lenders or the Agents shall have been paid to the extent due. (xiv) The Agents' review of and reasonable satisfaction with the form, scope and substance of a pro forma balance sheet (as of a date to be mutually agreed), reflecting the transactions contemplated hereby, of Sunbeam, prepared by an accounting firm acceptable to the Agents. (xv) Concurrently with the initial funding of the Senior Facilities, the acquisition of control of Coleman shall be consummated. The conditions to the funding of each subsequent extension of credit under the Senior Facilities shall include all conditions which are appropriate for this type of transaction, including, without limitation, the absence of a default or unmatured default and the restatement of all representations and warranties and, in the case of the borrowings under the Term Loan B Facility, consummation of the acquisition of control of Signature or First Alert, as the case may be, and conditions relevant to those acquisitions. B. Covenants: Appropriate for this type of transaction, including, without limitation: (i) Financial and other information: certified quarterly and audited annual financial statements, annual budgets and such other reports and compliance certificates, all at Sunbeam's expense, as the Agents shall reasonably specify. (ii) Limitation on dispositions of assets and changes of business and ownership. (iii) Limitations on mergers or acquisitions. (iv) Capital expenditures not to exceed an amount to be agreed for each year during the term of the Senior Facilities. (v) Limitations on restricted payments, including, without limitation, dividends, prepayments, repurchases and redemptions (with exceptions to include payment by Sunbeam of dividends consistent with past practice, so long as no default exists). 10 (vi) Limitation on indebtedness (including guarantees and other contingent obligations). (vii) Limitation on loans and investments. (viii) Negative pledge. (ix) Limitation on transactions with affiliates (other than wholly-owned subsidiaries. (x) Financial covenants to include maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio. (xi) No modifications of Acquisition agreements or other material documents which could reasonably be expected to materially and adversely affect the Lenders without the consent of the Requisite Lenders. (xii) Maintenance of adequate and customary insurance coverage. (xiii) Compliance with all applicable laws and regulations, including, without limitation, environmental matters, taxation and ERISA, except where failure to do so, individually or in the aggregate could not reasonably be expected to materially and adversely affect the Lenders. (xiv) An interest rate protection program acceptable to the Agents shall be in place not later than 60 days after the Initial Closing Date. C. Events of Default: Appropriate for this type of transaction, including (without limitation) nonpayment, misrepresentation, breach of covenant, cross-defaults, bankruptcy, ERISA, judgments, collateral and change of ownership or control. 11 Assignments and Each Lender may assign all or a portion of Participation: its loans and commitments under any of the Senior Facilities, or sell participations therein, to another person or persons provided that (i) each such assignment shall be in a minimum amount equal to $5,000,000 (or, if less, shall be of all of such Lender's loans and commitments) and shall be subject to such limitations as may be established by the Arranger (including, without limitation, (x) assignment fees in the amount of $3,000 to be paid by the respective assignor or assignee to the Administrative Agent, provided that such fees shall be reduced to $1,500 in the case of an assignment to an existing Lender and shall be reduced to $0 in the case of an assignment to an affiliate of the respective Lender, and (y) the consent of the Agents and, after the Agents have notified Sunbeam that primary syndication of the Senior Facilities has been completed, Sunbeam, in each case not to be unreasonably withheld or delayed) and (ii) no purchaser of a participation shall have the right to exercise or cause the selling Lender to exercise voting rights in respect of the Senior Facilities (except as to certain basic issues). The Senior Facilities shall provide for a mechanism which will allow for each assignee to become a direct signatory thereto and will relieve the assigning Lender of its obligations with respect to the assigned portion of its loans and commitments. During primary syndication, no assignment fees will be charged and the Agents will consult with Sunbeam concerning the identity of the syndicate members. Expenses: Sunbeam shall reimburse the Agents for all "out of pocket" expenses, including, but not limited to, legal fees incurred by the Agents in negotiation, syndication, and execution of the Senior Facilities and fees payable by the Agents to third parties in connection with the satisfaction of the conditions precedent referred to above. Indemnification: As specified in the Commitment Letter (with appropriate additions and other modifications for inclusion in the definitive financing agreements). Requisite Lenders: Lenders holding 51% of total commitments or exposure under the Senior Facilities. Governing Law: The law of the State of New York. Each party to the credit documentation will waive the right to trial by jury and will consent to jurisdiction of the state and federal courts located in the City of New York. 12 Agents' New York Davis Polk & Wardwell. Counsel: 13 SUNBEAM SENIOR CREDIT FACILITIES Pricing Grid
Revolving Credit Facility and Term Loan A Facility Consolidated Total Interest Margins Letter of Commitment Leverage Ratio LIBOR Base Rate Credit Fees Fee Rate -------------- ----- --------- ----------- -------- greater than 5.25 to 1.0 1.750% 0.500% 1.500% .500% greater than 4.75 to 1.0 1.500% 0.250% 1.250% .375% greater than 4.25 to 1.0 1.250% 0% 1.000% .375% greater than 3.75 to 1.0 1.125% 0% 1.000% .300% greater than 3.25 to 1.0 1.000% 0% 0.750% .300% greater than 2.75 to 1.0 0.750% 0% 0.500% .250% less than or equal to 2.75 to 1.0 0.625% 0% 0.500% .200%
Term Loan B Facility Consolidated Total Interest Margins Leverage Ratio LIBOR Base Rate -------------- ----- --------- greater than 5.25:1 2.000% .750% greater than 3.75:1 1.750% .500% less than or equal to 3.75:1 1.500% .250% 14 -----END PRIVACY-ENHANCED MESSAGE-----