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Debt
12 Months Ended
Dec. 31, 2011
Debt [Abstract]  
Debt

9. Debt

Debt is comprised of the following at December 31, 2011 and 2010:

 

On March 31, 2011, the Company completed a new $1.275 billion senior secured credit facility (the "Facility"), which is comprised of:

 

   

a $525 senior secured term loan A facility maturing in March 2016, that bears interest at LIBOR plus a spread of 225 basis points;

 

   

a $500 senior secured term loan B facility maturing in January 2017, which is subject to extension to 2018 under certain conditions, that bears interest at LIBOR plus a spread of 300 basis points; and

 

   

a $250 senior secured revolving credit facility (the "Revolver"), which is comprised of a $175 U.S. dollar component and a $75 multi-currency component. The Revolver matures in March 2016 and bears interest at certain selected rates, including LIBOR plus a spread of 225 basis points. At December 30, 2011, there was no amount outstanding under the Revolver. The Company is required to pay an annualized commitment fee of approximately 0.38% on the unused balance of the Revolver.

 

The proceeds from the Facility and cash on hand were used to extinguish the entire principal amount outstanding of approximately $1.1 billion under the Company's prior senior secured credit facility and the entire principal amount outstanding of approximately $22 under a U.S. dollar-based term loan of a Canadian subsidiary. As a result of these debt extinguishments, the Company recorded a $12.8 loss on the extinguishment of debt, which is primarily comprised of a non-cash charge due to the write-off of deferred debt issuance costs relating to the prior senior secured credit facility.

The weighted average interest rate on the Facility was approximately 3% at December 31, 2011.

Senior Notes and Senior Subordinated Notes

The Company may redeem all or part of the 8% senior notes due 2016 and the 7 1/2% senior subordinated notes due 2020 beginning in May 2013 and January 2015, respectively, at specified redemption prices ranging from approximately 100% to 104% of the principal amount, plus accrued and unpaid interest to the date of redemption. Beginning in November 2015, the Company may redeem all or part of these 6 1/8% senior notes due 2022 at specified redemption prices ranging from approximately 100% to 103% of the principal amount, plus accrued and unpaid interest to the date of redemption.

The 2% subordinated note due 2012 (the "Note") is not prepayable at the Company's option. The holder of the Note has the option to require redemption of the Note if the closing price of Jarden's common stock exceeds $45.32 (subject to adjustment as provided therein) per share for a period of three consecutive trading days.

The Company has designated a portion of its Euro-denominated 7 1/2% senior subordinated notes due 2020, with an aggregate principal balance of €150 (the "Hedging Instrument"), as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are recorded as an adjustment to AOCI. See Note 10 for disclosures regarding the Company's derivative financial instruments.

Securitization Facility

The Company maintains a receivables purchase agreement (the "Securitization Facility") that bears interest at a margin over the commercial paper rate. Under the Securitization Facility, substantially all of the Company's Outdoor Solutions, Consumer Solutions and Branded Consumables domestic accounts receivable are sold to a special purpose entity, Jarden Receivables, LLC ("JRLLC"), which is a wholly-owned consolidated subsidiary of the Company. JRLLC funds these purchases with borrowings under a loan agreement, which are secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any loans under this loan agreement. To the extent there is availability, the Securitization Facility will be drawn upon and repaid as needed to fund general corporate purposes. At December 31, 2011, the borrowing rate margin and the unused line fee on the securitization were 1.25% and 0.625% per annum, respectively.

In February 2012, the Company entered into an amendment to the Securitization Facility that, in part, increased maximum borrowings from $300 to $400 and extended the term from May 2014 until February 2015. Following the renewal, the borrowing rate margin is 0.90% and the unused line fee is 0.45% per annum.

Non-U.S. Borrowings

As of December 31, 2011 and 2010, non-U.S. borrowings consisted of the foreign senior debt of none and $26.5, respectively; and amounts borrowed under various foreign credit lines and facilities totaling $35.6 and $35.5, respectively. Certain of these foreign credit lines are secured by certain non-U.S. subsidiaries' inventory and/or accounts receivable.

Debt Covenants and Other

The Senior Notes and Senior Subordinated Notes are subject to a number of restrictive covenants that, in part, limit the ability of the Company and certain of its subsidiaries, subject to certain exceptions and qualifications, to incur additional indebtedness, to incur liens, engage in mergers and consolidations, enter into transactions with affiliates, make certain investments, transfer or sell assets, pay dividends to third parties or distributions on or repurchase the Company's common stock, prepay debt subordinate to the Senior Notes or dispose of assets.

The Facility and contains certain restrictions, subject to certain exceptions and qualifications, on the conduct of the Company and certain of its subsidiaries, including, among other restrictions: incurring debt, disposing of certain assets, making investments, exceeding certain agreed upon capital expenditures, creating or suffering liens, completing certain mergers, consolidations and sales of assets, acquisitions, declaring dividends to third parties, redeeming or prepaying other debt, and certain transactions with affiliates. The Facility and the Foreign Debt also include financial covenants that require the Company to maintain certain total leverage and interest coverage ratios.

The Facility contains a covenant that restricts the Company and its subsidiaries from making certain "restricted payments" (any dividend or other distribution, whether in cash, securities or other property, with respect to any stock or stock equivalents of the Company or any subsidiary), except that:

 

   

the Company may declare and make dividend payments or other distributions payable in common stock;

 

   

the Company may repurchase shares of its own stock (provided certain financial and other conditions are met); and

 

   

the Company may make restricted payments during any fiscal year not otherwise permitted, provided that certain financial and other conditions are met.

The Facility and the indentures related to the Senior Notes and the Senior Subordinated Notes (the "Indentures") contain cross-default provisions pursuant to which a default in respect to certain of the Company's other indebtedness could trigger a default by the Company under the Facility, the Foreign Debt and the Indentures. If the Company defaults under the covenants (including the cross-default provisions), the Company's lenders could foreclose on their security interest in the Company's assets, which may have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

The Company's obligations under the Facility, the Senior Subordinated Notes and the Senior Notes are guaranteed, on a joint and several basis, by certain of its domestic subsidiaries, all of which are directly or indirectly wholly-owned by the Company (see Note 19).

The Company's debt maturities for the five years following December 31, 2011 and thereafter are as follows:

 

         

Years Ending December 31,

   Amount  
     (in millions)  

2012

   $ 269.6   

2013

     92.9   

2014

     107.9   

2015

     429.7   

2016

     371.2   

Thereafter

     1,913.0   
    

 

 

 

Total principal payments

     3,184.3   

Net discount and other

     (24.9
    

 

 

 

Total

   $ 3,159.4   
    

 

 

 

 

At December 31, 2011 and 2010, unamortized deferred debt issue costs were $40.7 and $47.6, respectively. These costs are included in "Other assets" on the consolidated balance sheets and are being amortized over the respective terms of the underlying debt.

At December 31, 2011 and 2010, the fair market value of total debt was approximately $3,245 and $3,330, respectively.