8-K 1 d506525d8k.htm FORM 8-K Form 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) March 22, 2013

 

 

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 1.01 Entry into a Material Definitive Agreement.

On March 22, 2013, Jarden Corporation (the “Company” or “Jarden”) entered into Amendment No. 2 to its Credit Agreement (as defined below) (the “Credit Agreement Amendment”) amending certain provisions of the Credit Agreement, dated as of March 31, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Company, as the US Borrower, Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco S.à r.l., collectively as the “Luxembourg Borrower,” Barclays Bank PLC, as administrative agent and collateral agent (the “Administrative Agent”), and the several lenders and letter of credit issuers from time to time party thereto (the “Lenders”). Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco S.à r.l. are wholly-owned direct or indirect subsidiaries of the Company.

The Credit Agreement Amendment provides for (i) (a) a new tranche of tranche A term loans which refinances in full and replaces in its entirety the tranche A term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment (the New Term A Loans”), (b) a new tranche of tranche B term loans which refinances in full and replaces in its entirety the tranche B term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment (the New Term B Loans,” and together with the New Term A Loans, the “Term Facility”), (c) a new U.S. dollar revolving credit facility, including a letter of credit facility and swingline facility, which replaces in its entirety the dollar revolving credit facility, including the letter of credit facility and swingline facility, outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment, and (d) a new multicurrency revolving credit facility which replaces in its entirety the multicurrency revolving credit facility outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment; (ii) a facilities increase which commits certain Lenders, subject to the terms and conditions of the Credit Agreement Amendment, to provide on or before March 28, 2013, upon the Company’s request, additional Tranche A term loans thereunder in an aggregate principal amount of up to $250,000,000; and (iii) modifications to certain other agreements, obligations, covenants, representations and warranties of the parties under the Credit Agreement.

The Credit Agreement Amendment does not increase the amount of the Company’s borrowings or the Lenders commitments under the Credit Agreement, except to the extent of the $250,000,000 facilities increase commitment by certain Lenders.

Loans under the Term Facility and the dollar revolving facility will bear interest, at the option of the Company, at one of the following rates:

 

   

the Applicable Margin plus the Eurodollar Rate, each as defined in the Credit Agreement, payable monthly, bi-monthly, quarterly, semi-annually, or, if available to all Lenders of the applicable tranche, every nine months or annually in arrears, as selected by the Company; or

 

   

the Applicable Margin plus the Base Rate, each as defined in the Credit Agreement, payable quarterly in arrears.

In addition to the above rates, loans under the multicurrency revolving facility, at the option of the Company, may also bear interest at the Applicable Margin plus the Eurocurrency Rate, each as defined in the Credit Agreement, payable monthly, bi-monthly, quarterly, or, if available to all Lenders, semi-annually in arrears, as selected by the Company.


In connection with the execution of the Credit Agreement Amendment, each existing guarantor under the Credit Agreement and the Company consented to the terms of the Credit Agreement Amendment and agreed that the terms of the Credit Agreement Amendment shall not affect in any way their obligations and liabilities under any loan document by executing that certain Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement (the “Consent”).

The foregoing summary description of the Credit Agreement Amendment and the Consent and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete text of the Credit Agreement Amendment and the Consent, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference as though they were fully set forth herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the discussion in “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which discussion is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

10.1    Amendment No. 2 to Credit Agreement, dated as of March 22, 2013 among Jarden Corporation, as the US Borrower, Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco S.à r.l., collectively as the Luxembourg Borrower, Barclays Bank PLC, as administrative agent and collateral agent, and each lender and/or L/C issuer identified on the signature pages thereto.
10.2    Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement.


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 28, 2013

 

JARDEN CORPORATION
By:  

/s/ John E. Capps

  Name:   John E. Capps
  Title:  

Executive Vice President, General Counsel and Secretary


Exhibit Index

 

Number

  

Exhibit

10.1    Amendment No. 2 to Credit Agreement, dated as of March 22, 2013 among Jarden Corporation, as the US Borrower, Jarden Lux Holdings S.à r.l., Jarden Lux S.à r.l. and Jarden Lux Finco S.à r.l., collectively as the Luxembourg Borrower, Barclays Bank PLC, as administrative agent and collateral agent, and each lender and/or L/C issuer identified on the signature pages thereto.
10.2    Consent, Agreement and Affirmation of Guaranty Pledge and Security Agreement.