Sunbeam 2012 Annual Report Download - page 18

16 Jarden Corporation Annual Report 2012
Management’s Discussion and Analysis
Jarden Corporation Annual Report 2012
The Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact
lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or
represent components of consumer products. This segment’s materials business produces specialty nylon polymers, conductive
fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as
well as fiberglass 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 finishes
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 Significant 2012 Activities
• In February 2012, the Company entered into an amendment to and borrowed $300 million under its senior secured credit
facility (the “Facility”), which is comprised of $150 million under its existing senior secured term loan A facility and $150
million under its existing senior secured term loan B facility.
• In February 2012, the Company entered into an amendment to its securitization facility that, in part, increased maximum
borrowings from $300 million to $400 million and extended the maturity date from May 2014 until February 2015.
• In March 2012, the Company repurchased approximately 12.1 million shares of its common stock for a total purchase price of
approximately $435 million under its accelerated stock repurchase program (see “Capital Resources”).
• In September 2012, the Company completed a private offering for the sale of $500 million aggregate principal amount of
1 7/8% senior subordinated convertible notes due 2018 (the “Convertible Notes”) to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and received net proceeds of approximately
$487 million, after deducting fees and expenses.
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 diversification, 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 efficiencies. Furthermore, the Company expects that
acquisition candidates would demonstrate a combination of attractive margins, strong cash flow 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 assurance that the Company will complete an acquisition in any given year or that any such acquisition will
be significant or successful. The Company will only pursue a candidate when it is deemed to be fiscally prudent and that meets the
Company’s acquisition criteria. The Company anticipates that any future acquisitions would be financed through any combination of
cash on hand, operating cash flow, availability under its existing credit facilities and new capital market offerings.
2012 Activity
During 2012, the Company completed three tuck-in acquisitions that by nature were complementary to the Company’s core
businesses and from an accounting standpoint were not significant.
2011 Activity
During 2011, the Company did not complete any significant acquisitions.
2010 Activity
On April 1, 2010, the Company acquired the Mapa Spontex Baby Care and Home Care businesses (“Mapa Spontex”) of Total
S.A. (“Total”), through the acquisition of certain of Total’s subsidiaries for a Euro purchase price of approximately = C200 million
or approximately $275 million (the “Acquisition”). The total value of the transaction, including debt assumed and/or repaid, was
approximately = C305 million (approximately $415 million). Mapa Spontex is a global manufacturer and distributor of primarily baby
care and home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves.
Its baby care portfolio includes feeding bottles, soothers, teats and other infant accessories sold primarily under the Fiona®, First
Essentials®, Lillo®, NUK® and Tigex® brands; and health care products, including condoms sold under the Billy Boy® brand. Its
home care portfolio includes sponges, rubber gloves and related cleaning products for industrial, professional and retail uses sold
primarily under the Mapa® and Spontex® brands. Mapa Spontex is reported in the Company’s Branded Consumables segment and
is included in the Company’s results of operations from April 1, 2010 (the “Acquisition Date”).