Jarden Corporation has commenced a cash tender offer for any and all of
its $300 million outstanding principal amount of 8 percent senior notes
due 2016. The company is also seeking the solicitation of consents from
the holders to adopt certain amendments to the indenture governing the
notes.
The Tender Offer and the Consent Solicitation are scheduled to expire
at 11:59 p.m., Eastern Time, on Apr. 11, 2013, unless extended or
earlier terminated. Holders who validly tender their Notes and deliver
their consents to the Tender Agent (as identified below) (and do not
validly withdraw their Notes or revoke their consents) by 5:00 p.m.,
Eastern Time on March 27, 2013 (the "Early Tender Deadline"), unless
extended or earlier terminated, will receive $1,046.75 per $1,000
principal amount of Notes (the "Total Consideration"), if such Notes are
accepted for purchase, which includes an early tender payment of $30.00
per $1,000 principal amount of Notes. The date of such payment is
expected to be on March 28, 2013.
Holders who validly tender
their Notes and deliver their consents after the Early Tender Deadline
but by the Expiration Time will receive $1,016.75 per $1,000 principal
amount of Notes (the "Offer Consideration"), if such Notes are accepted
for purchase. Final settlement of the Tender Offer will occur promptly
after expiration of the Tender Offer and is expected to be on April 12,
2013.
Holders whose tendered Notes are accepted for purchase will
also receive accrued and unpaid interest from, and including, the most
recent interest payment date for the Notes to, but not including, the
applicable payment date for the Notes in the Tender Offer.
The
Tender Offer is subject to the satisfaction or waiver of certain
conditions, including general conditions and a financing condition of
the Company's incurrence of an additional $250 million in term loans
under the Company's senior credit facility. The consents are being
solicited to eliminate substantially all of the restrictive covenants
and related events of default contained in the Indenture. If the
proposed amendments become operative, a notice of redemption to Holders
whose Notes are to be redeemed will be permitted to be provided not less
than 15 days before a redemption date instead of not less than 30 days
before a redemption date as currently required under the Indenture.
Holders may not tender their Notes pursuant to the Tender Offer without
delivering consents or deliver consents without tendering their Notes.
Holders
may withdraw tenders and revoke consents at any time prior 5:00 p.m.,
Eastern Time on March 27, 2013 (the "Withdrawal Deadline") unless
extended by the Company.
If less than all of the Notes are
tendered and accepted for purchase pursuant to the Tender Offer, the
Company intends to redeem the remaining outstanding Notes upon the terms
and conditions set forth in the Indenture; however, the Company is not
obligated to do so.
( Source Jarden through SportsOneSource )
Aucun commentaire:
Enregistrer un commentaire