Sunbeam 2009 Annual Report Download - page 57

price of Jarden’s common stock exceeds $45.32 (subject to adjustment as provided therein) per share for a period of three consecutive
trading days.
Senior Credit Facility
At December 31, 2009, the senior credit facility (the “Facility”) consists of term loans, with payments due through 2015 and bear inter-
est based on three-month LIBOR plus an applicable margin and a revolving credit facility which matures in 2012 and bears interest at LIBOR
or Prime Rate, plus an applicable margin. At December 31, 2009, the annual commitment fee on unused balances was 0.375%. The weighted
average interest rate on the Facility was 2.8% at December 31, 2009.
In August 2009, the Company completed an extension of the revolving credit portion (the “Revolving Facility”) of the Facility, which
was allowed for under an April 2009 amendment, to extend the maturity date of the Revolving Facility in an aggregate amount of $100 to
January 2012. Additionally, the then existing $185 of availability maturing in January 2010 was reduced to $1.0. Following this amendment,
the gross available amount under the Revolving Facility is $101.
In August 2009, the Company entered into an amendment to the Facility that extended the maturity date of $600 principal amount
of existing term loans from January 2012 to January 2015 through the creation of a new Term B4 tranche of the Facility, allowed for an
increase in the maximum borrowings under the securitization facility from $250 to $400 and increased the Company’s general debt basket
from $75 to $150. The Term B4 loans bear interest of LIBOR plus 3.25%.
Securitization Facility
The Company maintains a $250 receivables purchase agreement (the “Securitization Facility”), which is subject to annual renewal by
both parties, bears interest at a margin over the commercial paper rate. Under the Securitization Facility, substantially all of the Company’s
Outdoor Solutions, Consumer Solutions and Branded Consumables domestic accounts receivable are sold to a special purpose entity,
Jarden Receivables, LLC (“JRLLC”), which is a wholly-owned consolidated subsidiary of the Company. JRLLC funds these purchases with bor-
rowings under a loan agreement, secured by the accounts receivable. There is no recourse to the Company for the unpaid portion of any
loans under this loan agreement. To the extent there is availability, the Securitization Facility will be drawn upon and repaid as needed to
fund general corporate purposes. At December 31, 2009, the Securitization Facility had outstanding borrowings totaling $250. In July 2009,
the Company entered into an amendment to the Securitization Facility that extended it for another year until July 1, 2010. Following the
renewal, the borrowing rate margin is 2.25% and the unused line fee is 1.125% per annum. The Securitization Facility is reflected as a short-
term borrowing on the Company’s balance sheet because of its annual term.
Non-U.S. Borrowings
As of December 31, 2009 and 2008, non-U.S. borrowings consisted of the foreign senior debt (the “Foreign Debt”) of $25.5 and $26.9,
respectively; and amounts borrowed under various foreign credit lines and facilities totaling $17.3 and $32.1, respectively. Certain of these
foreign credit lines are secured by certain non-U.S. subsidiaries’ inventory and/or accounts receivable.
Debt Covenants
The Facility and the Foreign Debt contain certain restrictions on the conduct of the Company’s business, including, among other
restrictions: incurring debt; disposing of certain assets; making investments; exceeding certain agreed upon capital expenditures; creating
or suffering liens; completing certain mergers, consolidations and sales of assets and with permitted exceptions; acquisitions; declaring
dividends; redeeming or prepaying other debt; and certain transactions with affiliates. The Facility and the Foreign Debt also include
financial covenants that require the Company to maintain certain leverage and interest coverage ratios.
The Facility and the Foreign Debt also contain a covenant that restricts the Company and its subsidiaries from making certain
“restricted payments” (any dividend or other distribution, whether in cash, securities or other property, with respect to any stock or stock
equivalents of the Company or any subsidiary), except that:
• the Company may declare and make dividend payments or other distributions payable in common stock;
• the Company may repurchase shares of its own stock (provided certain financial and other conditions are met); and
• the Company may make restricted payments during any fiscal year not otherwise permitted, provided that certain applicable
thresholds are met.
Each of the Facility, the Foreign Debt and the indentures related to the Senior Notes and the Senior Subordinated Notes (the
“Indentures”) contain cross-default provisions pursuant to which a default in respect to certain of the Company’s other indebtedness could
trigger a default by the Company under the Facility, the Foreign Debt and the Indentures. If the Company defaults under the covenants
(including the cross-default provisions), the Company’s lenders could foreclose on their security interest in the Company’s assets, which may
have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.
The Company’s obligations under the Facility, the Senior Subordinated Notes and the Senior Notes are guaranteed, on a joint and
several basis, by certain of its domestic subsidiaries, all of which are directly or indirectly 100% owned by the Company (see Note 19). The
obligations under the Foreign Debt are guaranteed by the Company and certain of its foreign subsidiaries which are directly or indirectly
100% owned by the Company.
Notes to Consolidated Financial Statements
Jarden Corporation Annual Report 2009 (Dollars in millions, except per share data and unless otherwise indicated)
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