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) October 3, 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 7.01 Regulation FD Disclosure.

On October 3, 2013, Jarden Corporation (the “Company”) consummated the closing of its previously announced acquisition of Yankee Candle Investments LLC. A copy of the press release (the “Press Release”) announcing the closing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also attached to this Current Report on Form 8-K as Exhibit 99.2 is a reconciliation of certain non-GAAP (as defined below) financial measures included in the Press Release to the most directly comparable financial measure in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

This Current Report on Form 8-K contains non-GAAP financial measures that may not be directly comparable to other similarly titled measures used by other companies. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statements of cash flows of the company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

These non-GAAP measures are provided because management of the Company uses these financial measures in monitoring and evaluating the Company’s ongoing financial results and trends. Management uses this non-GAAP information as an indicator of business performance, and evaluates overall management with respect to such indicators. Additionally, the Company uses non-GAAP financial measures because the Company’s credit agreement provides for certain adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, non-cash impairment charges of goodwill, intangibles and other assets, certain net reorganization costs and acquisition-related and other charges, transaction and integration costs, Venezuela hyperinflationary and devaluation-related charges, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt, non-cash original issue discount amortization and other items.

These non-GAAP measures should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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 of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibits are furnished herewith as part of this report:

Exhibit	Description
99.1	Press Release of Jarden Corporation, dated October 3, 2013 (furnished only).
99.2	Reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

SIGNATURES

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: October 3, 2013

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 of Jarden Corporation, dated October 3, 2013 (furnished only).
99.2	Reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

EX-99.1

Exhibit 99.1

	FOR:	Jarden Corporation
	CONTACT:	Rachel Wilson
		914-967-9400
		Investors: Allison Malkin
		ICR, Inc.
		203-682-8225
		Press: Liz Cohen
		Weber Shandwick
		212-445-8044

FOR IMMEDIATE RELEASE

JARDEN COMPLETES ACQUISITION OF YANKEE CANDLE

- Acquisition Funded with the Proceeds from the Recently Completed Common Stock Offering, Borrowings

Under the Incremental Term Loan Facility and Cash on Hand

- Jarden Also Closes $750 Million Incremental Senior Secured Term Loan Facility

Rye, New York — October 3, 2013 — Jarden Corporation (“Jarden” or the “Company”) (NYSE: JAH), a leading global consumer products company, announced today that it has completed its acquisition of Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded premium scented candle company, from a fund managed by Madison Dearborn Partners, LLC, a private equity firm, for approximately $1.75 billion in cash, subject to final working capital and other adjustments. Pro forma for the transaction, Jarden would have had net sales and adjusted EBITDA of approximately $7.7 billion and $1.0 billion, respectively, for the twelve months ended June 30, 2013. Jarden also closed today on its incremental $750 million senior secured term loan B-1 facility, which matures in 2020. Jarden funded the transaction with the proceeds from its recently completed common stock offering, proceeds from the aforementioned term loan, and cash on hand.

Martin E. Franklin, Jarden’s Founder and Executive Chairman, commented, “We are pleased to have closed on our acquisition of Yankee Candle with the strong support of the equity and term loan financing markets. We are also pleased to close the Yankee Candle transaction early in the fourth quarter, as we had originally anticipated.”

James E. Lillie, Jarden’s Chief Executive Officer, added, “We welcome Yankee Candle to the Jarden family as part of our Branded Consumables segment. Yankee Candle has compelling growth opportunities, both here and abroad, providing Jarden cross-platform growth potential as well as immediate financial benefits. Yankee Candle will enhance our overall margins, earnings, and cash flow profile and is expected to provide approximately 10% accretion to our adjusted earnings per share, pre synergies.”

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Harlan M. Kent, Yankee Candle’s President and Chief Executive Officer, commented, “I am pleased to now officially be part of the Jarden team. I know that Yankee Candle’s employees share in my excitement as we look forward to the next stage of our growth as part of the Jarden family.”

Barclays Bank PLC acted as Administrative Agent and Sole Lead Arranger on the $750 million senior secured term loan B-1 facility. Barclays Bank PLC, Credit Suisse Group AG, Deutsche Bank AG, J.P. Morgan Chase Bank, N.A. Suntrust Bank, and Wells Fargo & Co. were Joint Lead Bookrunners on this facility. Additionally, Barclays Bank PLC, Credit Suisse Group AG, J.P. Morgan Chase Bank, N.A., and Suntrust Bank were Joint Lead Bookrunners on the recent common stock offering.

The above matters are described more fully in public filings that have been filed by Jarden with the Securities and Exchange Commission, which are available on Jarden’s website at www.jarden.com under the tab “For Investors” and then under the heading “SEC Filings.”

Safe Harbor

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 impact of the Yankee Candle acquisition on the Company’s business and financial results including sales, margins, earnings, cash flows and cash flow profile, adjusted EBITDA, adjusted gross profit, accretion to earnings and adjusted earnings per share, the outlook for the Company’s markets and the demand for its products, future growth and growth profile, and the Company’s ability to successfully integrate and obtain the anticipated results and synergies from the Yankee Candle acquisition. 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.

About Yankee Candle

Yankee Candle is a leading designer, manufacturer, wholesaler and retailer of premium scented candles, based on sales. Yankee Candle participates in the $25 billion global candle and home fragrance market. Yankee Candle has a 43-year history of offering distinctive products and marketing them as affordable luxuries and consumable gifts. Yankee Candle sells its products through a North American wholesale customer network of approximately 35,000 store locations, a growing base of Yankee Candle owned and operated retail stores, direct mail catalogs, and its Internet website (www.yankeecandle.com). Outside of North America, Yankee Candle sells its products primarily through an international wholesale customer network of over 6,000 store locations and distributors covering over 50 countries on a combined basis.

About Jarden Corporation

Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 120 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia^®, Aero^®, Berkley^®, Campingaz^® and Coleman^®,

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ExOfficio^®, Fenwick^®, Gulp!^®, Invicta^®, K2^®, Marker^®, Marmot^®, Mitchell^®, Penn^®, Rawlings^®, Shakespeare^®, Stearns^®, Stren^®, Trilene^®, Volkl^® and Zoot^®; Consumer Solutions: Bionaire^®, Breville^®, Crock-Pot^®, FoodSaver^®, Health o meter^®, Holmes^®, Mr. Coffee^®, Oster^®, Patton^®, Rival^®, Seal-a-Meal^®, Sunbeam^®, VillaWare^® and White Mountain^®; and Branded Consumables: Ball^®, Bee^®, Bernardin^®, Bicycle^®, Billy Boy^®, Crawford^®, Diamond^®, Dicon^®, Fiona^®, First Alert^®, First Essentials^®, Hoyle^®, Kerr^®, Lehigh^®, Lifoam^®, Lillo^®, Loew Cornell^®, Mapa^®, NUK^®, Pine Mountain^®, Quickie^®, Spontex^® and Tigex^®. Headquartered in Rye, N.Y., Jarden ranks #383 on the Fortune 500 and has over 25,000 employees worldwide. For further information about Jarden, please visit www.jarden.com.

Note: Please see the Company’s Current Report on Form 8-K filed concurrently with this release for reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

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EX-99.2

Exhibit 99.2

JARDEN CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP

Supplemental Pro Forma Financial Information (unaudited)

($ in millions)
	Jarden 12 Months Ended 6/30/2013		Yankee Candle 52 Weeks Ended 6/29/2013		Pro Forma 12 Months Ended 6/30/2013
Net sales	$	6,865	$	863	$	7,728
Adjusted EBITDA (Segment Earnings)	$	813	$	205	$	1,018

Jarden Latest Twelve Months (“LTM”) Segment Earnings Reconciliation (unaudited)

($ in millions)	Year Ended		Six Months Ended				LTM Ended
	12/31/2012		6/30/2013		6/30/2012		6/30/2013
Reconciliation of Non-GAAP measure:
Net income	$	244	$	72	$	118	$	198
Income tax provision		148		42		70		120
Interest expense, net		185		96		90		191
Loss on early extinguishment of debt		—		26		—		26
Operating Earnings	$	577	$	236	$	278	$	535
Adjustments to reconcile to Segment Earnings
Depreciation and amortization	$	153	$	76	$	71	$	158
Fair market value adjustments to inventory		6		5		—		11
Reorganization costs, net		27		2		—		29
Acquisition-related and other costs, net		17		—		—		17
Venezuela devaluation-related charges		—		29		—		29
Cumulative adjustment of stock compensation		34		—		—		34
Segment Earnings	$	814	$	348	$	349	$	813

Yankee Candle Segment Earnings Reconciliation (unaudited)

($ in millions)	52 Weeks Ended 12/29/2012			26 Weeks Ended						52 Weeks Ended 6/29/2013
				6/29/2013			6/30/2012
Reconciliation of Non-GAAP measure:
Net income (loss)	$	33		$	(18	)	$	(28	)	$	43
Provision of income taxes		22			(9	)		(16	)		29
Income (loss) from continuing operations before provision for income taxes	$	55		$	(27	)	$	(44	)	$	72
Adjustments to reconcile to Income from continuing operations before provision for income taxes
Interest expense	$	107		$	49		$	53		$	103
Depreciation and amortization		35			17			18			34
Amortization included in interest expense		(7	)		(4	)		(3	)		(8	)
Realized gain on derivative contracts		(8	)		(2	)		(4	)		(6	)
EBITDA from Continuing Operations	$	182		$	33		$	20		$	195
Loss on early extinguishment of debt		13			—			13			—
Restructuring costs		2			1			1			2
Non-recurring advisory fee		1			1			1			1
Realized losses on foreign currency		1			—			1			—
Non-cash equity based compensation		1			—			—			1
Other one-time charges		1			1			1			1
Estimated impact of certain non-recurring events		5			1			1			5
Segment Earnings	$	206		$	37		$	38		$	205