9. Debt

Debt is comprised of the following at December 31, 2013 and 2012:


(in millions)	December 31, 2013			December 31, 2012
Senior Secured Credit Facility Term Loans	$	2,127.4		$	1,235.5
8% Senior Notes due 2016		—			295.7
6¹⁄₈% Senior Notes due 2022 (a)		300.0			300.0
7¹⁄₂% Senior Subordinated Notes due 2017 (b)		654.1			655.3
7¹⁄₂% Senior Subordinated Notes due 2020 (b)		477.1			468.4
1⁷/₈% Senior Subordinated Convertible Notes due 2018 (c)		433.0			420.9
1¹⁄₂% Senior Subordinated Convertible Notes due 2019 (c)		218.5			—
Securitization Facility		477.9			383.8
Non-U.S. borrowings		45.6			31.8
Other		8.8			6.7

Total debt		4,742.4			3,798.1

Less: current portion		(655.1	)		(504.7	)

Total long-term debt	$	4,087.3		$	3,293.4

(a)	The “Senior Notes.”

(b)	Collectively, the “Senior Subordinated Notes.”

(c)	Collectively, the “Senior Subordinated Convertible Notes.”

Senior Secured Credit Facility

In October 2013, the Company entered into an amendment to its senior secured credit facility (the “Facility”), which resulted in, among other things, the Company borrowing an additional $750 under a new senior secured term loan B1 facility that matures in September 2020 and bears interest at LIBOR plus a spread of 275 basis points. The proceeds were used to fund a portion of the YCC Acquisition.

In March 2013, the Company entered into an amendment to the Facility, which resulted in, among other things, lowering the spread on the term loan A and term loan B facilities and the Company borrowing an additional tranche (term loan A1) of $250 under the existing senior secured term loan A portion of the Facility that matures in March 2018 and bears interest at LIBOR plus a basis points spread. Additionally, following the amendment, the existing senior secured term loan B portion of the Facility, which matures in March 2018, bears interest at LIBOR plus a basis points spread. The proceeds were used to fund the repurchase of all of the outstanding principal amount of the Company’s 8% Senior Notes due 2016 (the “Notes”).

At December 31, 2013, the Facility is comprised of:

•

a $675 senior secured term loan A facility maturing in March 2016, that bears interest at LIBOR plus a basis points spread;

•

a $250 senior secured term loan A1 facility maturing in March 2018, that bears interest at LIBOR plus a basis points spread;

•

a $650 senior secured term loan B facility maturing in March 2018 that bears interest at LIBOR plus a basis points spread;

•

a $750 senior secured term loan B1 facility maturing in September 2020 that bears interest at LIBOR plus a basis points spread; 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 basis points spread. At December 31, 2013 and 2012, 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 weighted average interest rate on the Facility was approximately 2.5% at December 31, 2013.

Senior Notes and Senior Subordinated Notes

In March 2013, the Company commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding principal amount of the Notes. In March 2013, pursuant to the Tender Offer, the Company repurchased approximately $168 aggregate principal amount of the Notes for total consideration, excluding accrued interest, of $176. The remaining $132 aggregate principal amount of the Notes was repurchased in May 2013 for total consideration, excluding accrued interest, of $137 (the “Redemption”).

The Company may redeem all or part of the 7¹⁄₂% senior subordinated notes due 2020 beginning January 2015 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 the 6¹⁄₈% 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 Company has designated a portion of its Euro-denominated 7¹⁄₂% 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.

Senior Subordinated Convertible Notes

In June 2013, the Company completed a private offering for the sale of $265 aggregate principal amount of 1¹⁄₂% senior subordinated convertible notes due 2019 (the “2019 Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and received net proceeds of approximately $259, after deducting fees and expenses. The proceeds are to be used for general corporate purposes. The conversion rate is approximately 17.1 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount of the 2019 Convertible Notes, which is equivalent to a conversion price of approximately $58.46 per share. The 2019 Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. If the Company undergoes a fundamental change (as defined in the indenture governing the 2019 Convertible Notes) prior to maturity, holders of the 2019 Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of their 2019 Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest.

The 2019 Convertible Notes will be convertible only under the following circumstances:

•

prior to March 1, 2019, on any date during any calendar quarter beginning after June 30, 2013 (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter;

•

prior to March 1, 2019, if we distribute to all or substantially all holders of our common stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of the Company’s common stock at a price per share less than the average closing sale price of our common stock for the ten consecutive trading days immediately preceding, but excluding, the declaration date for such distribution;

•

prior to March 1, 2019, if we distribute to all or substantially all holders of our common stock cash, other assets, securities or rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing sale price of the Company’s common stock on the trading day immediately preceding the declaration date for such distribution, or if the Company engages in certain other corporate transactions;

•

prior to March 1, 2019, during the five consecutive business-day period following any ten consecutive trading-day period in which the trading price per $1 thousand principal amount of 2019 Convertible Notes for each trading day during such ten trading-day period was less than 98% of the closing sale price of the Company’s common stock for each trading day during such ten trading-day period multiplied by the then current conversion rate; or

•

on or after March 1, 2019, and on or prior to the close of business on the second scheduled trading day immediately preceding the maturity date, without regard to the foregoing conditions.

Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the 2019 Convertible Notes with cash. At the date of issuance, the estimated fair value of the liability and equity components of the 2019 Convertible Notes was approximately $214 and $51, respectively, resulting in an effective annual interest rate, considering debt issuance costs, of approximately 5.6%. The amount allocated to the equity component is recorded as a discount to the original aggregate principal amount of the 2019 Convertible Notes.

The Company’s 1⁷/₈% senior subordinated convertible notes due 2018 (the “2018 Convertible Notes”) have a conversion rate of approximately 21 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount, which is equivalent to a conversion price of approximately $47.23 per share. The 2018 Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. Prior to June 1, 2018, the 2018 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. If the Company undergoes a fundamental change (as defined in the indenture governing these convertible notes) prior to maturity, holders of the 2018 Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2018 Convertible Notes at a repurchase price equal to 100% of the principal amount being repurchased, plus accrued and unpaid interest. Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the 2018 Convertible Notes with cash. The effective annual interest rate on the 2018 Convertible Notes, which is based upon the initial fair valuation, is approximately 5.5%.

Securitization Facility

The Company maintains a $500 receivables purchase agreement (the “Securitization Facility”) that matures in October 2016 and 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 indirect 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, 2013, the borrowing rate margin and the unused line fee on the securitization were 0.80% and 0.40% per annum, respectively.

Non-U.S. Borrowings

The Company’s non-U.S. borrowings are comprised of amounts borrowed under various foreign credit lines and facilities. 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 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, 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 also includes 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 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, Senior Subordinated Notes, Senior Notes and Senior Subordinated Convertible 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, 2013 and thereafter are as follows:


Years Ending December 31,	Amount
	(in millions)
2014	$	655.1
2015		320.4
2016		343.1
2017		665.3
2018		1,115.7
Thereafter		1,760.0

Total principal payments		4,859.6
Net discount and other		(117.2	)

Total	$	4,742.4

At December 31, 2013 and 2012, unamortized deferred debt issue costs were $47.3 and $48.0, 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.

During 2013, the Company recorded a loss on the extinguishment of debt of $25.9 related to the Tender Offer, the Redemption and the Facility amendment in March 2013. This loss is primarily comprised of the tender and redemption premiums, the write-off of deferred debt issuance costs and debt discounts and other transaction costs.

At December 31, 2013 and 2012, the approximate fair market value of total debt is as follows:


(in millions)	2013		2012
Level 1	$	1,589	$	1,895
Level 2		3,344		2,076

Total	$	4,933	$	3,971