Sunbeam 2013 Annual Report Download - page 20

16 Jarden Corporation Annual Report 2013
Acquisitions
Consistent with the Company’s historical acquisition strategy, to the extent the Company pursues future acquisitions, the Company
intends to focus on businesses with product offerings that provide geographic or product diversication, or expansion into related
categories that can be marketed through the Company’s existing distribution channels or provide us with new distribution channels for
its existing products, thereby increasing marketing and distribution efciencies. Furthermore, the Company expects that acquisition
candidates would demonstrate a combination of attractive margins, strong cash ow characteristics, category leading positions and
products that generate recurring revenue. The Company anticipates that the fragmented nature of the consumer products market will
continue to provide opportunities for growth through strategic acquisitions of complementary businesses. However, there can be no
components of consumer products. This segment’s materials business produces specialty nylon polymers, conductive bers and
monolament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as
berglass radio antennas for marine, citizen band and military applications. This segment is also the largest North American producer
of niche products fabricated from solid zinc strip and is the sole source supplier of copper-plated zinc penny blanks to the United
States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel-plated nishes on steel
and zinc for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed
globally for use in the architectural, automotive, construction, electrical component and plumbing markets.
Summary of Signicant 2013 Activities
Management’s Discussion and Analysis
Jarden Corporation Annual Report 2013
• On October3, 2013, the Company acquired Yankee Candle Investments LLC (“Yankee Candle”), a leading specialty-branded
premium scented candle company.
• On October3, 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 million (see “Capital Resources”).
• In September 2013, pursuant to a public offering of its common stock, the Company completed an equity offering of 16.5million
newly-issued shares of common stock at $47.00 per share. The net proceeds to the Company, after the payment of underwriting
discounts and other expenses of the offering, were approximately $745 million. The net proceeds were used to fund a portion of
the acquisition of Yankee Candle.
• In June 2013, the Company completed a private offering for the sale of $265 million aggregate principal amount of 1 1 ⁄ 2 % senior
subordinated convertible notes due 2019 (the “2019 Convertible Notes”) to qualied institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and received net proceeds of approximately $259 million, after
deducting fees and expenses.
• On March18, 2013, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of
common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all
share of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock
and stock option data of the Company’s common stock have been restated to reect the effect of the stock split for all periods
presented in the Company’s accompanying condensed consolidated nancial statements and footnotes thereto. Stockholders’
equity reects the effect of the stock split by reclassifying from additional paid-in capital to common stock, an amount equal to
the par value of the additional shares resulting from the stock split.
• In March 2013, the Company commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding
principal amount of its 8% Senior Notes due 2016 (the “Notes”). In March 2013, pursuant to the Tender Offer, the Company
repurchased approximately $168 million aggregate principal amount of the Notes for total consideration, excluding accrued
interest, of $176 million. The remaining $132 million aggregate principal amount of the Notes was repurchased on May1, 2013 for
total consideration, excluding accrued interest, of $137 million (the “Redemption”).
• 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 $250 million under the existing senior
secured term loan A portion of the Facility (see “Capital Resources”).
• In February 2013, the Company’s the Board authorized an increase in the then available amount under the Company’s existing
stock repurchase program (the “Stock Repurchase Program”) to allow for the repurchase of up to $500 million in aggregate of the
Company’s common stock.
• On February28, 2013, in conjunction with such increase and pursuant to the Stock Repurchase Program, the Company entered
into accelerated stock repurchase agreements (collectively, the “ASR Agreement”) to repurchase an aggregate of $250 million of
its common stock (see “Capital Resources”).