Jarden says make-whole conversion rates end on May 23

New York, May 17 – Jarden Corp. advised holders of its three series of convertible notes that the additional shares to be issued under the make-whole provision will only be available for conversions made before 5 p.m. ET on May 23 and that conditions for the notes to be convertible may not be satisfied after that date.

As of Monday, holders of 90.23% of its 1.875% senior subordinated convertible notes due 2018, 77.39% of its 1.5% senior subordinated convertible notes due 2019 and 86.10% of its 1.125% senior subordinated convertible notes due 2034 had converted their securities, according to a news release.

The make-whole fundamental change provision in the note indenture was triggered by the acquisition of Jarden by Newell Rubbermaid Inc. on April 15.

As a result, the notes are convertible up to and including the close of business on the business day immediately preceding the fundamental change repurchase date, which is 5 p.m. ET on May 23.

The make-whole conversion rates for each $1,000 principal amount are as follows:

• 32.0162 for the 1.875% senior subordinated convertible notes due 2018;

• 26.2307 for the 1.5% senior subordinated convertible notes due 2019; and

• 21.6724 for the 1.125% senior subordinated convertible notes due 2034.

After the expiration, the rates will drop to 31.7592 shares for the 1.875% notes, 25.6581 shares for the 1.5% notes and 20.0375 shares for the 1.125% notes.

For each share of Jarden common stock that would have been issued based on the increased conversion rates, holders who convert will receive the merger payment consisting of 0.862 of a fully paid and non-assessable share of Newell Brands’ common stock, plus $21.00 in cash.

Under the note terms, the convertibles are putable on the fundamental change repurchase date at par plus accrued interest.

After the acquisition, Newell Rubbermaid was renamed Newell Brands. Atlanta-based Newell Rubbermaid is a consumer and commercial products maker. Jarden is a Boca Raton, Fla.-based consumer products company.

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