Sunbeam 2013 Annual Report Download - page 54

50 Jarden Corporation Annual Report 2013
per share. The 2018 Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. Prior to
June1, 2018, the 2018 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and
thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. If the Company undergoes a
fundamental change (as dened in the indenture governing these convertible notes) prior to maturity, holders of the 2018 Convertible
Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2018 Convertible Notes at a
repurchase price equal to 100% of the principal amount being repurchased, plus accrued and unpaid interest. Upon conversion, holders
will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s
intent to settle the principal amount and accrued interest on the 2018 Convertible Notes with cash. The effective annual interest rate on
the 2018 Convertible Notes, which is based upon the initial fair valuation, is approximately 5.5%.
Securitization Facility
The Company maintains a $500 receivables purchase agreement (the “Securitization Facility”) that matures in October 2016 and
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 indirect subsidiary of the Company. JRLLC funds these purchases
with borrowings under a loan agreement, which are 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, 2013, the borrowing rate margin and the unused line fee on
the securitization were 0.80% and 0.40%per annum, respectively.
Non-U.S. Borrowings
The Company’s non-U.S. borrowings are comprised of amounts borrowed under various foreign credit lines and facilities. Certain of
these foreign credit lines are secured by certain non-U.S. subsidiaries’ inventory and/or accounts receivable.
Debt Covenants and Other
The Senior Notes and Senior Subordinated Notes are subject to a number of restrictive covenants that, in part, limit the ability of the
Company and certain of its subsidiaries, subject to certain exceptions and qualications, to incur additional indebtedness, to incur
liens, engage in mergers and consolidations, enter into transactions with afliates, make certain investments, transfer or sell assets, pay
dividends to third parties or distributions on or repurchase the Company’s common stock, prepay debt subordinate to the Senior Notes
or dispose of assets.
The Facility contains certain restrictions, subject to certain exceptions and qualications, on the conduct of the Company and certain
of its subsidiaries, including, among other restrictions: incurring debt, disposing of certain assets, making investments, creating or
suffering liens, completing certain mergers, consolidations and sales of assets, acquisitions, declaring dividends to third parties,
redeeming or prepaying other debt, and certain transactions with afliates. The Facility also includes nancial covenants that require
the Company to maintain certain total leverage and interest coverage ratios.

The Facility contains 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 nancial and other conditions are met); and
• the Company may make restricted payments during any scal year not otherwise permitted, provided that certain nancial and
other conditions are met.

The Facility 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 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 nancial condition, results of operations or cash ows of the Company.
The Company’s obligations under the Facility, Senior Subordinated Notes, Senior Notes and Senior Subordinated Convertible Notes are
guaranteed, on a joint and several basis, by certain of its domestic subsidiaries, all of which are directly or indirectly wholly-owned by
the Company (see Note19).
Notes to Consolidated Financial Statements
Jarden Corporation Annual Report 2013 (Dollars in millions, except per share data and unless otherwise indicated)