Newell gives exchange update for Jarden notes, gets needed consents

By Susanna Moon

Chicago, April 4 – Newell Rubbermaid announced the early tender results of the exchange offer for Jarden Corp.’s existing notes.

Based on the results so far, Newell Rubbermaid has received the needed consents to amend the two series of notes, according to a company notice.

As announced March 21, Newell Rubbermaid is offering up to €300 million of new 3¾% senior notes due Oct. 1, 2021 in exchange for Jarden’s existing 3¾% senior notes due Oct. 1, 2021 and up to $400 million of 5% senior notes due Nov. 15, 2023 in exchange for Jarden’s existing 5% senior notes due Nov. 15, 2023.

Investors had tendered for exchange €271,105,000, or 90.37%, of the 3¾% senior notes due Oct. 1, 2021 and $295,122,000, or 98.37%, of the 5% senior notes due Nov. 15, 2023 as of 5 p.m. ET on April 1, the early deadline.

Holders who tendered by the early consent date will receive €1,000 principal amount of new notes for each €1,000 principal amount of the existing 3¾% notes plus €2.50 in cash and $1,000 principal amount of new notes for each $1,000 principal amount of the existing 5% notes plus $2.50 in cash.

The amounts include an early participation premium of either €30.00 or $30.00. Holders who tender after the early consent date will not receive the premium.

The exchange will continue until 11:59 p.m. ET on April 15.

Newell is soliciting consents to amend the Jarden indentures in order to eliminate substantially all of the restrictive covenants relating to Jarden and its restricted subsidiaries, certain events of default, and related provisions.

Holders who tender will be deemed to have delivered consents, and consents may not be delivered without tenders.

Consents are needed from holders of a majority of the notes to make the changes.

However, Newell previously noted that even if it did not receive the needed consents the existing indentures include provisions to automatically suspend substantially all of the restrictive covenants upon Jarden’s receipt of an investment-grade rating, which is expected to occur upon completion of Newell’s acquisition of Jarden.

Completion of the exchange is subject to conditions, including completion of the acquisition and the receipt of the necessary consents.

Newell said it plans to issue the new notes on the second business day following the expiration of the exchange.

The exchange is being conducted under Rule 144A and Regulation S.

Goldman Sachs & Co. (800 828-3182, 212 357-0215 or +44 20 7774-9862) is dealer manager. D.F. King & Co., Inc. (877 842-1616, 212 269-5550, +44 20 4720-9700, +852 3953-7230 or www.dfking.com/newell) is information agent.

In addition to the exchanges, Jarden will conduct a change-of-control tender offer for the notes, as required by the indentures. The price in the change-of-control offer will be 101% of the principal amount.

Jarden previously issued a notice of conditional redemption for its $300 million of 6 1/8% senior notes due 2022 and its $650 million of 7½% senior subordinated notes due 2017.

The redemption date will be April 15, with a redemption price of 103.063% of par for the 6 1/8% notes and par for the 7½% notes, according to two company notices.

Newell Rubbermaid is an Atlanta-based marketer of consumer and commercial products.

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