On April 15, 2016, the acquisition of Jarden Corporation by Newell Rubbermaid was consummated in accordance with the terms of the definitive merger agreement among Jarden and Newell. Following this acquisition, Newell Rubbermaid was renamed Newell Brands. As previously announced in Jarden’s notice of anticipated make-whole fundamental change issued on April 1, 2016, the consummation of the merger constitutes a fundamental change and a make-whole fundamental change with respect to the above-listed series of Jarden’s outstanding convertible notes. Accordingly, the convertible notes are currently eligible for conversion, as set forth in the notice of anticipated make-whole fundamental change, at the conversion rates provided in this news release. Conversions may be made up to, and including, the close of business on the business day immediately preceding the fundamental change repurchase date (as described below).
As a result of the occurrence of a make-whole fundamental change, the conversion rate applicable to each series of convertible notes was increased, as set forth in the table below.
|Convertible Notes||Conversion Rate Following the Make-Whole Fundamental Change|
|$1,000 principal amount of 2018 Notes||32.0162|
|$1,000 principal amount of 2019 Notes||26.2307|
|$1,000 principal amount of 2034 Notes||21.6724|
For each share of Jarden common stock that would have been issued based on the above-listed conversion rates, converting holders will receive the merger consideration consisting of (1) 0.862 of a fully paid and non-assessable share of Newell Brands’ common stock, plus (2) $21.00 in cash. Accordingly, holders converting their convertible notes will receive the following amounts:
|Convertible Notes||Cash (Including In Lieu of Fractional Shares)||Shares of Newell Brands’ Common Stock|
|$1,000 principal amount of 2018 Notes||$698.77||27 shares|
|$1,000 principal amount of 2019 Notes||$577.84||22 shares|
|$1,000 principal amount of 2034 Notes||$485.24||18 shares|
Pursuant to the indentures for the convertible notes, holders of convertible notes will have the right to require Jarden to repurchase all or part of their Convertible notes on the fundamental change repurchase date, which will be fixed by Jarden, at a cash repurchase price equal to 100 per cent of the principal amount of such convertible notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. On or prior to April 25, 2016, Jarden will issue the fundamental change company notice required by the indentures, which will include the fundamental change repurchase date and other important information required by the indentures. This news release is for informational purposes only and does not constitute any notice required to be delivered by the indentures.
Cautionary note regarding forward-looking statements
Statements in this news release that are not historical in nature constitute forward-looking statements, including statements relating to the timing of the issuance of a fundamental change company notice and the completion of the offer to repurchase the convertible notes. These statements are accompanied by words such as “anticipate,” “expect,” “project,” “will,” “believe,” “estimate” and similar expressions. These statements are based on management’s estimates and assumptions with respect to future events and are believed to be reasonable, though they 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.