8-K

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) September 11, 2012

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.)

555 Theodore Fremd Avenue, Rye, New York	10580
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (914) 967-9400

(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 7.01 Regulation FD Disclosure.

On September 11, 2012, Jarden Corporation (the “Company”) issued a press release announcing its intent, subject to market and other conditions, to offer $450 million aggregate principal amount of Senior Subordinated Convertible Notes due 2018 in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced in the press release that concurrently with its authorization of the Offering, its Board of Directors authorized an increase to the Company’s stock repurchase program to allow for the repurchase of up to $250 million in the aggregate of the Company’s common stock, of which up to $125 million may be utilized in conjunction with the Offering. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The above does not and shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, 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 registration or qualification under the securities laws of any jurisdiction.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is hereby furnished as part of this Current Report on Form 8-K:

Number	Exhibit
99.1	Press release, dated September 11, 2012, 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: September 11, 2012

JARDEN CORPORATION
By:	/s/ John E. Capps
	Name:	John E. Capps
	Title:	Executive Vice President,
		General Counsel and Secretary

Exhibit Index

Number	Exhibit
99.1	Press release, dated September 11, 2012, issued by Jarden Corporation (furnished only).

EX-99.1

Exhibit 99.1

FOR:	Jarden Corporation
CONTACT:	Trisha Mount
	Senior Vice President
	914-967-9400
	Investor Relations: Allison Malkin
	Press: Alecia Pulman
	ICR, Inc.
	203-682-8200

FOR IMMEDIATE RELEASE

Jarden Corporation Announces Proposed $450 Million Private Offering of Senior Subordinated Convertible Notes and Authorization to Repurchase Up to $250 Million of Common Stock

Rye, N.Y. – September 11, 2012 — Jarden Corporation (NYSE: JAH) (the “Company”) today announced that it intends, subject to market and other conditions, to offer $450 million in aggregate principal amount of Senior Subordinated Convertible Notes due 2018 (the “Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The interest rate, initial conversion price, repurchase provisions and other terms of the Convertible Notes will be determined by negotiations between the Company and the initial purchasers. In connection with this offering, the Company expects to grant to the initial purchasers an option to purchase up to an additional $50 million in aggregate principal amount of the Convertible Notes.

On September 11, 2012, the Company’s Board of Directors authorized an increase to the Company’s stock repurchase program to allow for the repurchase of up to $250 million in aggregate of the Company’s common stock.

The Company intends to use up to $125 million of the net proceeds from the sale of the Convertible Notes to repurchase shares of its common stock under its stock repurchase program through negotiated transactions with investors in the Convertible Notes offering, subject to availability. The Company intends to use the remaining net proceeds for general corporate purposes.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The Convertible Notes and the common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering 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 Company’s proposed senior subordinated convertible notes offering, the expected terms thereof and the intended use of proceeds from such offering, the Company’s earnings per share and adjusted diluted earnings per share, expected or estimated revenue, segment earnings, cash flow from operations, and reorganization and other non-cash charges, the outlook for the Company’s markets and the demand for its products, consistent profitable growth, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic net sales growth, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies and transportation costs and the Company’s ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Company’s stock repurchase program, our ability to raise new debt, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including the Company’s ability to integrate and obtain the anticipated results and synergies from its consummated acquisitions. These projections and 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.

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