JAH / Jarden Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Jarden 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13665 JARDEN CORPORATION (Exact name of registrant as specified i

Jarden S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden S-8 POS

S-8 POS 1 d182996ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No. 333-189184 Registration No. 333-167043 Registration No. 333-129632 Registration No. 333-105081 Registration No. 333-87996 Registration No. 333-67033 Registration No. 333-27461 Registration No. 333-27459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 P

Jarden S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden S-8 POS

S-8 POS 1 d182996ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No. 333-189184 Registration No. 333-167043 Registration No. 333-129632 Registration No. 333-105081 Registration No. 333-87996 Registration No. 333-67033 Registration No. 333-27461 Registration No. 333-27459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 P

Jarden S-8 POS

S-8 POS 1 d182996ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No. 333-189184 Registration No. 333-167043 Registration No. 333-129632 Registration No. 333-105081 Registration No. 333-87996 Registration No. 333-67033 Registration No. 333-27461 Registration No. 333-27459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 P

Jarden S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden POS AM

POS AM As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden POS AM

As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden S-8 POS

S-8 POS 1 d182996ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No. 333-189184 Registration No. 333-167043 Registration No. 333-129632 Registration No. 333-105081 Registration No. 333-87996 Registration No. 333-67033 Registration No. 333-27461 Registration No. 333-27459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 P

Jarden S-4 POS

S-4 POS 1 d183004ds4pos.htm S-4 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No. 333-142883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JARDEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 35-1828377

Jarden S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

Jarden POSASR

POSASR As filed with the Securities and Exchange Commission on April 18, 2016 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 29, 2016, pursuant to the provisions of Rule 12d2-2 (a).

JARDEN CORPORATION EACH OF THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 Dated as of July 14, 2014 3 3/4% Senior Notes due 2021

EX-4.1 4 d172893dex41.htm EX-4.1 Exhibit 4.1 JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 to Indenture Dated as of July 14, 2014 3 3/4% Senior Notes due 2021 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 15, 2016, among Jarden Corporati

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JOHN CAPPS

EX-10.10 Exhibit 10.10 2018 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JOHN CAPPS 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to John Capps (the ?Recipient?), 35,000 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR ALAN LEFEVRE

EX-10.11 Exhibit 10.11 2017 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR ALAN LEFEVRE 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to Alan LeFevre (the ?Recipient?), 25,000 restricted shares of the Company?s common stock, par value $0.01 per share (collectively

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR IAN ASHKEN

EX-10.5 Exhibit 10.5 2017 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR IAN ASHKEN 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to Ian Ashken (the ?Recipient?), 168,750 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the ?

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR MARTIN FRANKLIN

EX-10.3 Exhibit 10.3 2017 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR MARTIN FRANKLIN 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to Martin Franklin (the ?Recipient?), 375,000 restricted shares of the Company?s common stock, par value $0.01 per share (collecti

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR ALAN LEFEVRE

EX-10.12 20 d172893dex1012.htm EX-10.12 Exhibit 10.12 2018 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR ALAN LEFEVRE 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of April 13, 2016 (the “Date of Grant”), to Alan LeFevre (the “Recipient”), 25,000 restricted shares of the Company’s common stock, par value

Newell Brands Announces Completion of Newell Rubbermaid and Jarden Corporation Combination Creates $16 billion consumer goods company with portfolio of leading brands that compete in large, growing and unconsolidated global markets

EX-99.1 Exhibit 99.1 News Release Newell Brands Announces Completion of Newell Rubbermaid and Jarden Corporation Combination Creates $16 billion consumer goods company with portfolio of leading brands that compete in large, growing and unconsolidated global markets ATLANTA, April 15, 2016 ? Newell Brands Inc. (NYSE: NWL) is pleased to announce the successful completion of the combination of Newell

JARDEN CORPORATION, EACH OF THE GUARANTORS PARTY HERETO, NCPF ACQUISITION CORP. II (as Successor Company) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 Dated as of July 14, 2014 3 3/4% Sen

EX-4.2 Exhibit 4.2 JARDEN CORPORATION, EACH OF THE GUARANTORS PARTY HERETO, NCPF ACQUISITION CORP. II (as Successor Company) AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 to Indenture Dated as of July 14, 2014 3 3/4% Senior Notes due 2021 THIS SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of April 15, 2016,

Amended and Restated Certificate of Incorporation of Jarden Corporation

EX-3.1 2 d172893dex31.htm EX-3.1 Exhibit 3.1 Amended and Restated Certificate of Incorporation of Jarden Corporation FIRST: The name of the corporation is Jarden Corporation (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Corporation’s registe

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JAMES LILLIE

EX-10.8 Exhibit 10.8 2018 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JAMES LILLIE 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to James Lillie (the ?Recipient?), 165,690 restricted shares of the Company?s common stock, par value $0.01 per share (collectively t

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR IAN ASHKEN

EX-10.6 Exhibit 10.6 2018 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR IAN ASHKEN 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to Ian Ashken (the ?Recipient?), 165,690 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the ?

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JAMES LILLIE

EX-10.7 15 d172893dex107.htm EX-10.7 Exhibit 10.7 2017 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JAMES LILLIE 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of April 13, 2016 (the “Date of Grant”), to James Lillie (the “Recipient”), 168,750 restricted shares of the Company’s common stock, par value $0

JARDEN CORPORATION, EACH OF THE GUARANTORS PARTY HERETO, NCPF ACQUISITION CORP. II (as Successor Company) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 Dated as of October 30, 2015 5% Senio

EX-4.4 7 d172893dex44.htm EX-4.4 Exhibit 4.4 JARDEN CORPORATION, EACH OF THE GUARANTORS PARTY HERETO, NCPF ACQUISITION CORP. II (as Successor Company) AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 to Indenture Dated as of October 30, 2015 5% Senior Notes due 2023 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), date

JARDEN CORPORATION EACH OF THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 Dated as of October 30, 2015 5% Senior Notes due 2023

EX-4.3 6 d172893dex43.htm EX-4.3 Exhibit 4.3 JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 15, 2016 to Indenture Dated as of October 30, 2015 5% Senior Notes due 2023 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 15, 2016, among Jarden Corporat

BYLAWS JARDEN CORPORATION ARTICLE I Meetings of Stockholders

EX-3.2 Exhibit 3.2 BYLAWS OF JARDEN CORPORATION ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine. Sect

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JOHN CAPPS

EX-10.9 Exhibit 10.9 2017 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR JOHN CAPPS 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to John Capps (the ?Recipient?), 35,000 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the ?R

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR MARTIN FRANKLIN

Exhibit 10.4 2018 Accelerated Award Agreement JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR MARTIN FRANKLIN 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of April 13, 2016 (the ?Date of Grant?), to Martin Franklin (the ?Recipient?), 368,421 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the

SEPARATION AGREEMENT

EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of the Effective Date (as defined herein) by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and John E. Capps (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Company

FIRST SUPPLEMENTAL INDENTURE dated as of April 15, 2016 by and among Jarden Corporation, The Guarantors, NCPF Acquisition Corp. II, as Successor Company Wells Fargo Bank, National Association, as Trustee 1 7⁄8% Senior Subordinated Convertible Notes d

EX-4.5 8 d172893dex45.htm EX-4.5 Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE dated as of April 15, 2016 by and among Jarden Corporation, The Guarantors, NCPF Acquisition Corp. II, as Successor Company and Wells Fargo Bank, National Association, as Trustee 1 7⁄8% Senior Subordinated Convertible Notes due 2018 1 1⁄2% Senior Subordinated Convertible Notes due 2019 1 1⁄8% Senior Subordinated Convertible

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 15, 2016 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission Fi

SEPARATION AGREEMENT

EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of the Effective Date (as defined herein) by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and Alan W. LeFevre (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Compa

Jarden FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 4, 2016 NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Incorporation) (Commiss

Newell Rubbermaid Announces Preliminary Results of the Exchange Offers and Consent Solicitations for Certain Jarden Notes

EX-99.1 Exhibit 99.1 Newell Rubbermaid Announces Preliminary Results of the Exchange Offers and Consent Solicitations for Certain Jarden Notes Apr 4, 2016 ATLANTA?(BUSINESSS WIRE)?Newell Rubbermaid Inc. (NYSE:NWL) today announced that, as of 5:00 p.m., New York City time, on April 1, 2016 (the ?Early Consent Date?), the aggregate principal amounts listed in the table below of each series of notes

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 $500,000,000 REGISTERED CUSIP 651229 AT3 ISIN US651229AT36 NEWELL RUBBERMAID INC. 2.600% Notes Due 2019

EX-4.1 Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE ?DEPOSITARY?) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 $500,000,000 REGISTERED CUSIP 651229 AX4 ISIN US651229AX48 NEWELL RUBBERMAID INC. 5.375% Notes Due 2036

EX-4.5 Exhibit 4.5 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE ?DEPOSITARY?) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 REGISTERED $500,000,000 CUSIP 651229 AW6 ISIN US651229AW64 NEWELL RUBBERMAID INC. 4.200% Notes Due 2026

EX-4.4 Exhibit 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE ?DEPOSITARY?) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

NEWELL RUBBERMAID INC. $1,000,000,000 2.600% Notes Due 2019 $1,000,000,000 3.150% Notes Due 2021 $1,750,000,000 3.850% Notes Due 2023 $2,000,000,000 4.200% Notes Due 2026 $500,000,000 5.375% Notes Due 2036 $1,750,000,000 5.500% Notes Due 2046 Underwr

EX-1.1 Exhibit 1.1 NEWELL RUBBERMAID INC. $1,000,000,000 2.600% Notes Due 2019 $1,000,000,000 3.150% Notes Due 2021 $1,750,000,000 3.850% Notes Due 2023 $2,000,000,000 4.200% Notes Due 2026 $500,000,000 5.375% Notes Due 2036 $1,750,000,000 5.500% Notes Due 2046 Underwriting Agreement March 18, 2016 Goldman, Sachs & Co. Citigroup Global Markets Inc. J.P. Morgan Securities LLC RBC Capital Markets, L

Jarden FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2016 NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Incorporation) (Commis

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 $500,000,000 REGISTERED CUSIP 651229 AV8 ISIN US651229AV81 NEWELL RUBBERMAID INC. 3.850% Notes Due 2023

EX-4.3 Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE ?DEPOSITARY?) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 $500,000,000 REGISTERED CUSIP 651229 AY2 ISIN US651229AY21 NEWELL RUBBERMAID INC. 5.500% Notes Due 2046

EX-4.6 8 d166570dex46.htm EX-4.6 Exhibit 4.6 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS R

SEE REVERSE FOR CERTAIN DEFINITIONS NUMBER 1 $500,000,000 REGISTERED CUSIP 651229 AU0 ISIN US651229AU09 NEWELL RUBBERMAID INC. 3.150% Notes Due 2021

EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE ?DEPOSITARY?) (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

Jarden 425 (Prospectus)

425 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 March 22, 2016 Newell Rubbermaid Appoints Russ Torres Chief Transformation Officer Proven leader brings 20 years of large-scale transformation and integration e

Newell Rubbermaid Announces Exchange Offers and Consent Solicitations for Certain Jarden Notes

Exhibit 99.1 Newell Rubbermaid Announces Exchange Offers and Consent Solicitations for Certain Jarden Notes March 21, 2016 ATLANTA—(BUSINESS WIRE)—Newell Rubbermaid (NYSE: NWL) today announced that it has commenced, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement dated March 21, 2016 (the “Offering Memorandum and Consent Solicitation Stat

Jarden FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2016 NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Incorporation) (Commission File

Jarden 425 (Prospectus)

425 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 March 18, 2016 Newell Rubbermaid Prices $8.0 Billion Notes Offering ATLANTA, March 18, 2016 ? Newell Rubbermaid (NYSE:NWL) today announced that it has priced a

Jarden DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Jarden 425 (Prospectus)

425 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 March 18, 2016 Explanatory Note: This Form 425 contains the proxy card sent out to Newell Rubbermaid Inc. stockholders on March 18, 2016, in anticipation of the

Report of Independent Registered Public Accounting Firm

EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Jarden Corporation: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Jarden Corporat

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 gives effect to the first merger as if it had occurred on January 1, 2015, and the unaudited pro forma condensed combined balance sheet gives effect to the first merger as if it had occurred on December 31, 2015.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

Exhibit 99.3 SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA In a prospectus supplement (the ?prospectus supplement?) to the registration statement on Form S-3 (Commission No. 333-194324) of Newell Rubbermaid Inc. (?Newell Rubbermaid?) filed with the Securities and Exchange Commission on the date hereof, Newell Rubbermaid publicly disclosed certain information set forth below, including certain su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2016 (December 13, 2015

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2016 (December 13, 2015) NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Incorpo

UNAUDITED PRO FORMA COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (dollars in millions) Pro Forma Year Ended December 31, 2015 Earnings Available for Fixed Charges: Income before income taxes $ 287 Equity in earnings of affiliates (3 ) Total earn

Exhibit 99.4 UNAUDITED PRO FORMA COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (dollars in millions) Pro Forma Year Ended December 31, 2015 Earnings Available for Fixed Charges: Income before income taxes $ 287 Equity in earnings of affiliates (3 ) Total earnings 284 Fixed charges: Interest expense(1) 504 Portion of rent determined to be interest(2) 85 $ 873 Fixed Charges: Interest expensed an

Jarden 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Jarden Corporation

EX-12.1 EXHIBIT 12.1 Jarden Corporation Ratio of Earnings to Fixed Charges Calculation (A) For the Years Ended December 31, (in millions) 2015 2014 2013 2012 2011 Earnings Before Fixed Charges: Net income $ 146.5 $ 242.5 $ 203.9 $ 243.9 $ 204.7 Add: Income tax provision 135.1 130.3 147.7 147.6 125.7 Less/add: Equity (income) loss of minority-owned companies (1.9 ) 2.6 (0.3 ) (0.9 ) 0.5 Add: Amorti

JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION

EX-21.1 Exhibit 21.1 JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION The following are subsidiaries of Jarden Corporation as of December 31, 2015 and the jurisdictions in which they are organized. The names of certain subsidiaries have been omitted because in the aggregate they do not constitute a significant subsidiary as determined by the Company. Company State or Jurisdiction of Incorpora

Newell Brands 425 (Prospectus)

Consumer Analyst Group of New York Michael B. Polk, President & Chief Executive Officer 19 February, 2016 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 February 19, 2016 Forward-looking Statements Statements in

JARDEN CORPORATION ISSUES ESTIMATED PRELIMINARY 2015 RESULTS - Company expects 2015 net sales of approximately $8.6 billion - 2015 Organic revenue growth expected to be at the higher end of the Company’s targeted range of 3-5% - 2015 Adjusted earning

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN CORPORATION ISSUES ESTIMATED PRELIMINARY 2015 RESULTS - Company expects 2015 net sales of approximately $8.6 billion - 2015 Organic revenue growth expected to be at the higher end of the Company?s tar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 11, 2016 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission Fil

JAH / Jarden Corporation / VANGUARD GROUP INC Passive Investment

jardencorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Jarden Corp Title of Class of Securities: Common Stock CUSIP Number: 471109108 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate

Newell Brands 425 (Prospectus)

Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 January 29, 2016 NEWELL RUBBERMAID INC. Moderator: Alisha Dubique 1-29-16/7:30 am Confirmation # 5742567 Page 1 This is a transcript of the earnings call conducted

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 26, 2016 NEWELL RUBBERMAID INC., as the Company, The SUBSIDIARY BORROWERS Party Hereto, The GUARANTORS from Time to Time Party Hereto, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Ad

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 26, 2016 among NEWELL RUBBERMAID INC., as the Company, The SUBSIDIARY BORROWERS Party Hereto, The GUARANTORS from Time to Time Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC.

TERM LOAN CREDIT AGREEMENT dated as of January 26, 2016 NEWELL RUBBERMAID INC., as the Borrower, The GUARANTORS from Time to Time Party Hereto, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent GOLDMAN SACHS BANK USA, J.P. M

EX-10.2 3 d54529dex102.htm EX-10.2 Exhibit 10.2 TERM LOAN CREDIT AGREEMENT dated as of January 26, 2016 among NEWELL RUBBERMAID INC., as the Borrower, The GUARANTORS from Time to Time Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. and RBC CAPITAL MARKETS, as Joint Lead A

Newell Brands 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2016 (January 26, 2016) NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Incorp

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Martin E. Franklin

EX-10.1 Exhibit 10.1 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Martin E. Franklin 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of December 31, 2015 (the ?Date of Grant?), to Martin E. Franklin (the ?Recipient?), 394,737 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the ?Restricted Sto

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT James E. Lillie

EX-10.3 4 d117954dex103.htm EX-10.3 Exhibit 10.3 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR James E. Lillie 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of December 31, 2015 (the “Date of Grant”), to James E. Lillie (the “Recipient”), 177,632 restricted shares of the Company’s common stock, par value $0.01 per share (collective

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Ian G.H. Ashken

EX-10.2 Exhibit 10.2 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Ian G.H. Ashken 1. Award of Restricted Stock. Jarden Corporation (the ?Company?) hereby grants, as of December 31, 2015 (the ?Date of Grant?), to Ian G.H. Ashken (the ?Recipient?), 177,632 restricted shares of the Company?s common stock, par value $0.01 per share (collectively the ?Restricted Stock?).

NEWELL RUBBERMAID INC. 2013 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (“AGREEMENT”)

EX-10.2 3 d70407dex102.htm EX-10.2 Exhibit 10.2 NEWELL RUBBERMAID INC. 2013 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (“AGREEMENT”) A Restricted Stock Unit (“RSU”) Award (the “Award”) granted by Newell Rubbermaid Inc., a Delaware corporation (the “Company”), to the employee (the “Grantee”) named in the Award letter provided to the Grantee (the “Award Letter”) relating to the common stoc

Newell Brands 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2015 (December 22, 2015) NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-09608 36-3514169 (State or Other Jurisdiction of Inc

NEWELL RUBBERMAID INC. 2013 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (“AGREEMENT”)

EX-10.3 4 d70407dex103.htm EX-10.3 Exhibit 10.3 NEWELL RUBBERMAID INC. 2013 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (“AGREEMENT”) A Restricted Stock Unit (“RSU”) Award (the “Award”) granted by Newell Rubbermaid Inc., a Delaware corporation (the “Company”), to the employee (the “Grantee”) named in the Award letter provided to the Grantee (the “Award Letter”) relating to the common stoc

AMENDMENT NO. 4

EX-10.1 2 d70407dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 4 AMENDMENT NO. 4 (this “Amendment”) dated as of December 22, 2015 to the Credit Agreement referred to below, between Newell Rubbermaid Inc. (the “Company”), each of the Subsidiary Borrowers identified under the caption “SUBSIDIARY BORROWERS” on the signature pages hereto, each of the Lenders party hereto and JPMorgan Chase Bank, N.A.,

Jarden FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

Newell Brands 425 (Prospectus)

425 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 December 16, 2015 This is a transcript of a recorded town hall with Newell Rubbermaid employees on December 16, 2015: NEWELL RUBBERMAID, INC. Moderator: Atlanta

Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Martin E. Franklin (incorporated by reference to Exhibit 10.4 of Jarden Corporation’s Current Report on Form 8-K dated December 17, 2015, File No. 001-13665).

EX-10.4 Exhibit 10.4 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of December 13, 2015, by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and Martin E. Franklin (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Company as the Executi

SEPARATION AGREEMENT

EX-10.6 Exhibit 10.6 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of December 13, 2015 by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and James E. Lillie (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Company as the Chief Execu

Jarden Corporation Amendment Agreement

EX-10.1 2 d27737dex101.htm EX-10.1 Exhibit 10.1 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the “Amendment”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and Martin E. Franklin (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fifth Amended and Restated

Jarden Corporation Amendment Agreement

EX-10.3 4 d27737dex103.htm EX-10.3 Exhibit 10.3 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the “Amendment”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and James E. Lillie (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fourth Amended and Restated E

Separation Agreement, dated as of December 13, 2015, by and between Jarden Corporation and Ian G.H. Ashken (incorporated by reference to Exhibit 10.5 of Jarden Corporation’s Current Report on Form 8-K dated December 17, 2015, File No. 001-13665).

EX-10.5 Exhibit 10.5 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of December 13, 2015 by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and Ian G.H. Ashken (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Company as the Vice Chairm

Jarden Corporation Amendment Agreement

EX-10.2 Exhibit 10.2 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the ?Amendment?), is entered into by and between Jarden Corporation, a Delaware corporation (the ?Company?), and Ian G.H. Ashken (the ?Executive?). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fifth Amended and Restated Employment Agreement, dated a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

SEPARATION AGREEMENT

EX-10.4 Exhibit 10.4 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is made as of December 13, 2015, by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Company?), and Martin E. Franklin (?Executive?), collectively referred to as the ?Parties?. RECITALS: WHEREAS, Executive is employed by the Company as the Executi

SEPARATION AGREEMENT

EX-10.5 6 d27737dex105.htm EX-10.5 Exhibit 10.5 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made as of December 13, 2015 by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Ian G.H. Ashken (“Executive”), collectively referred to as the “Parties”. RECITALS: WHEREAS, Executive is employed by the

SEPARATION AGREEMENT

EX-10.6 7 d27737dex106.htm EX-10.6 Exhibit 10.6 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made as of December 13, 2015 by and between Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and James E. Lillie (“Executive”), collectively referred to as the “Parties”. RECITALS: WHEREAS, Executive is employed by the

Jarden Corporation Amendment Agreement

EX-10.2 Exhibit 10.2 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the ?Amendment?), is entered into by and between Jarden Corporation, a Delaware corporation (the ?Company?), and Ian G.H. Ashken (the ?Executive?). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fifth Amended and Restated Employment Agreement, dated a

Jarden Corporation Amendment Agreement

EX-10.3 Exhibit 10.3 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the ?Amendment?), is entered into by and between Jarden Corporation, a Delaware corporation (the ?Company?), and James E. Lillie (the ?Executive?). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fourth Amended and Restated Employment Agreement, dated

Jarden Corporation Amendment Agreement

EX-10.1 2 d27737dex101.htm EX-10.1 Exhibit 10.1 Jarden Corporation Amendment Agreement This Amendment Agreement, dated as of December 13, 2015 (the “Amendment”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and Martin E. Franklin (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Fifth Amended and Restated

Email to Jarden Vendors/Suppliers

EX-99.3 5 d104685dex993.htm EX-99.3 Exhibit 99.3 Email to Jarden Vendors/Suppliers December 14, 2015 Dear [INSERT VENDOR/SUPPLIER NAME]: We are happy to share with you some very exciting and positive news. As you may have already heard, Newell Rubbermaid has entered into a definitive agreement to acquire Jarden Corporation in a transformational combination creating a $16 billion consumer goods pow

Email to Jarden Customers

EX-99.2 Exhibit 99.2 Email to Jarden Customers December 14, 2015 Dear [INSERT CUSTOMER NAME]: We are happy to share with you some very exciting and positive news. As you may have already heard, Newell Rubbermaid has entered into a definitive agreement to acquire Jarden Corporation in a transformational combination creating a $16 billion consumer goods powerhouse to be called Newell Brands. For ove

Newell Rubbermaid Inc. and Jarden Corporation Consumer Goods Corporation Announcement December 14, 2015 Newell Rubbermaid and Jarden Corp. – Announcement of Consumer Goods Corporation, December 14, 2015

EX-99.1 Exhibit 99.1 Newell Rubbermaid Inc. and Jarden Corporation Consumer Goods Corporation Announcement December 14, 2015 Newell Rubbermaid and Jarden Corp. ? Announcement of Consumer Goods Corporation, December 14, 2015 CORPORATE PARTICIPANTS Nancy O?Donnell, Vice President, Investor Relations, Newell Rubbermaid Inc. Michael B. Polk, President and Chief Executive Officer, Newell Rubbermaid Inc

Newell Brands 425 (Prospectus)

Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 December 14, 2015 Newell Rubbermaid Inc. and Jarden Corporation Consumer Goods Corporation Announcement December 14, 2015 Newell Rubbermaid and Jarden Corp. – Annou

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closin

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, among JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I and NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closing 2 1.3. Effective Times 2 1.4. Governing Documents 2 1.5. Directors and Officers of the Surviving Enti

Email to Jarden Vendors/Suppliers

EX-99.3 Exhibit 99.3 Email to Jarden Vendors/Suppliers December 14, 2015 Dear [INSERT VENDOR/SUPPLIER NAME]: We are happy to share with you some very exciting and positive news. As you may have already heard, Newell Rubbermaid has entered into a definitive agreement to acquire Jarden Corporation in a transformational combination creating a $16 billion consumer goods powerhouse to be called Newell

Jarden FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 14, 2015 (December 13, 2015) Jarden Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-13665 35-1828377 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Newell Brands 425 (Prospectus)

425 Filed by Newell Rubbermaid Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jarden Corporation Commission File No.: 001-13665 December 14, 2015 Transcript of Excerpt of Remarks from CNBC Interview with Michael B. Polk, Newell Rubbermaid President and Chief Executive Officer, and Martin

Email to Jarden Customers

EX-99.2 Exhibit 99.2 Email to Jarden Customers December 14, 2015 Dear [INSERT CUSTOMER NAME]: We are happy to share with you some very exciting and positive news. As you may have already heard, Newell Rubbermaid has entered into a definitive agreement to acquire Jarden Corporation in a transformational combination creating a $16 billion consumer goods powerhouse to be called Newell Brands. For ove

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closin

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, among JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I and NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closing 2 1.3. Effective Times 2 1.4. Governing Documents 2 1.5. Directors and Officers of the Surviving Enti

Newell Rubbermaid Inc. and Jarden Corporation Consumer Goods Corporation Announcement December 14, 2015 Newell Rubbermaid and Jarden Corp. – Announcement of Consumer Goods Corporation, December 14, 2015

EX-99.1 3 d104685dex991.htm EX-99.1 Exhibit 99.1 Newell Rubbermaid Inc. and Jarden Corporation Consumer Goods Corporation Announcement December 14, 2015 Newell Rubbermaid and Jarden Corp. – Announcement of Consumer Goods Corporation, December 14, 2015 CORPORATE PARTICIPANTS Nancy O’Donnell, Vice President, Investor Relations, Newell Rubbermaid Inc. Michael B. Polk, President and Chief Executive Of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 14, 2015 (December 13, 2015) Jarden Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-13665 35-1828377 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Newell Brands 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2015 (December 13, 2015) NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of Inco

AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS JARDEN CORPORATION

EX-3.1 Exhibit 3.1 AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF JARDEN CORPORATION 1. The Third Amended and Restated Bylaws of Jarden Corporation (the ?Corporation?) are hereby amended to add a new Article Eight thereto to read in its entirety as: Article Eight Exclusive Forum for Certain Actions ?Unless the corporation consents in writing to the selection of an alternative forum, the sol

Jarden FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 14, 2015 (December 13, 2015) Jarden Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-13665 35-1828377 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closin

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 13, 2015, among JARDEN CORPORATION, NEWELL RUBBERMAID INC., NCPF ACQUISITION CORP. I and NCPF ACQUISITION CORP. II TABLE OF CONTENTS Page I. THE MERGERS; CLOSING; EFFECTIVE TIME 1 1.1. The Mergers 1 1.2. Closing 2 1.3. Effective Times 2 1.4. Governing Documents 2 1.5. Directors and Officers of the Surviving Enti

Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial r

EX-99.1 3 d103592dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial revenue synergies and $500 million cost synergies over four years Executive Summary • Jar

Additional Information and Where to Find it In connection with the proposed acquisition, Newell Rubbermaid and Jarden will file a registration statement on Form S-4 that will include the Joint Proxy Statement of Newell Rubbermaid and Jarden that also

EX-99.2 A Winning Combination: Creating a Consumer Goods Powerhouse December 14, 2015 Exhibit 99.2 Statements in this presentation that are not historical in nature constitute forward looking statements. These forward-looking statements relate to information or assumptions about the timing of completion of the proposed acquisition, the expected benefits of the proposed acquisition, management's pl

Additional Information and Where to Find it In connection with the proposed acquisition, Newell Rubbermaid and Jarden will file a registration statement on Form S-4 that will include the Joint Proxy Statement of Newell Rubbermaid and Jarden that also

EX-99.2 3 d95690dex992.htm EX-99.2 A Winning Combination: Creating a Consumer Goods Powerhouse December 14, 2015 Exhibit 99.2 Statements in this presentation that are not historical in nature constitute forward looking statements. These forward-looking statements relate to information or assumptions about the timing of completion of the proposed acquisition, the expected benefits of the proposed a

Newell Brands FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2015 (December 13, 2015) NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction of

AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS JARDEN CORPORATION

EX-3.1 2 d103592dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF JARDEN CORPORATION 1. The Third Amended and Restated Bylaws of Jarden Corporation (the “Corporation”) are hereby amended to add a new Article Eight thereto to read in its entirety as: Article Eight Exclusive Forum for Certain Actions “Unless the corporation consents in writing to the selection of an

Jarden FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 14, 2015 (December 13, 2015) Jarden Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-13665 35-1828377 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.

Additional Information and Where to Find it In connection with the proposed acquisition, Newell Rubbermaid and Jarden will file a registration statement on Form S-4 that will include the Joint Proxy Statement of Newell Rubbermaid and Jarden that also

EX-99.2 A Winning Combination: Creating a Consumer Goods Powerhouse December 14, 2015 Exhibit 99.2 Statements in this presentation that are not historical in nature constitute forward looking statements. These forward-looking statements relate to information or assumptions about the timing of completion of the proposed acquisition, the expected benefits of the proposed acquisition, management's pl

1

EX-99.4 5 d95690dex994.htm EX-99.4 Exhibit 99.4 The following communication was first posted on December 14, 2015. Connect Article We Made a Deal Newell Rubbermaid and Jarden Corporation announce plans to become Newell Brands Global Communications Today marks an important moment for Newell Rubbermaid as we announced this morning our agreement to combine with Jarden Corporation, a leading global co

Email to Newell Rubbermaid Customers

EX-99.5 Exhibit 99.5 The following communication was first sent to Newell Rubbermaid customers beginning on December 14, 2015. Email to Newell Rubbermaid Customers [DATE] Dear [CUSTOMER NAME]: Today I am excited to share with you that Newell Rubbermaid has entered into a definitive agreement to acquire Jarden Corporation, creating a $16 billion consumer branded goods powerhouse to be called Newell

Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial r

EX-99.1 Exhibit 99.1 NEWS RELEASE Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial revenue synergies and $500 million cost synergies over four years Executive Summary ? Jarden shareholders will receiv

Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial r

EX-99.1 Exhibit 99.1 NEWS RELEASE Newell Rubbermaid and Jarden Corporation Announce Consumer Goods Combination with $16 Billion Revenue - Strong portfolio of leading brands to be called Newell Brands - Transaction expected to be immediately accretive to normalized EPS - Substantial revenue synergies and $500 million cost synergies over four years Executive Summary ? Jarden shareholders will receiv

GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198

EX-10.1 Exhibit 10.1 EXECUTION VERSION GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL December 13, 2015 Newell Rubbermaid Inc. 3 Glenlake Parkway Atlanta, Georgia 30328 Attention: John B. Ellis Vice President and Treasurer PROJECT CHARM Commitment Letter Ladies and Gentlemen: Newell Rubbermaid Inc., a Delaware corpo

The following communication was first sent to Newell Rubbermaid employees beginning on December 14, 2015.

EX-99.3 Exhibit 99.3 The following communication was first sent to Newell Rubbermaid employees beginning on December 14, 2015. Dear Colleagues, Today I am excited to share with you that we have entered into a definitive agreement to acquire Jarden Corporation for a consideration of cash and equity. Upon completion of the transaction, our new combined company will be a $16 billion branded goods pow

Regulation FD Disclosure

8-K 1 d215039d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of

JAH / Jarden Corporation / JP Morgan Chase & Co Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ( AMENDMENT 2) Jarden Corporation ( NAME OF ISSUER ) COMMON STOCK (Title of Class of Securities) 471109108 (CUSIP Number) October 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1 (b) Rule 13d-1 (c) Rule 13d-1 (d) CUSIP No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 5% SENIOR NOTES DUE 2023 Dated as of October 30, 2015 Wells Fargo Bank, National Association, as Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.

EX-4.1 2 d187841dex41.htm EXHIBIT 4.1 Exhibit 4.1 JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 5% SENIOR NOTES DUE 2023 INDENTURE Dated as of October 30, 2015 Wells Fargo Bank, National Association, as Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 30 Section 1.03 Application of Trust Ind

CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT

Exhibit 10.2 Exhibit 10.2 CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT Each of the undersigned Guarantors hereby consents to the terms of the foregoing Amendment and agrees that the terms of the Amendment shall not impair or limit in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or otherwise expressly modifie

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 30, 2015 JARDEN CORPORATION, as the US Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, THE LENDERS AND L/C ISSUERS PARTY HERETO BARCLAYS BANK PLC,

Exhibit 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 30, 2015 among JARDEN CORPORATION, as the US Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE LENDERS AND L/C ISSUERS PARTY HERETO BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC and UBS SECURITIES LLC as Joint Lead Arrangers and Joint Book-Running Managers

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission File

JARDEN REPORTS THIRD QUARTER RESULTS Third Quarter Organic Net Sales Growth of 6% Record Third Quarter Net Sales of $2.3 Billion Record Third Quarter Segment Earnings of $348 Million Third Quarter Segment Earnings Margin of 15.4%

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS THIRD QUARTER RESULTS Third Quarter Organic Net Sales Growth of 6% Record Third Quarter Net Sales of $2.3 Billion Record Third Quarter Segment Earnings of $348 Million Third Quarter Segment Ea

JARDEN CORPORATION

EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the three and nine months ended September 30, 2015 and 2014 in millions Segment earnings: Three months ended Nine months ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Net income $ 120.2 $ 108.6 $ 150.6 $ 164.4 Income tax provision 72.3 68.8 95.9 105.0 Interest expense, net

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 29, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission File

Jarden FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 21, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commis

$300,000,000 JARDEN CORPORATION 5% SENIOR NOTES DUE 2023 PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 EXECUTION VERSION $300,000,000 JARDEN CORPORATION 5% SENIOR NOTES DUE 2023 PURCHASE AGREEMENT October 21, 2015 BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Jarde

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d27918d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 15, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of in

10,000,000 SHARES JARDEN CORPORATION COMMON STOCK UNDERWRITING AGREEMENT

Exhibit 1.1 Exhibit 1.1 EXECUTION VERSION 10,000,000 SHARES JARDEN CORPORATION COMMON STOCK UNDERWRITING AGREEMENT October 15, 2015 BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Jarden Corporati

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0

Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Subject to Completion, dated October 14, 2015

424B5 1 d65539d424b5.htm PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-190687 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we and the underwriters are not soliciting offers to buy these securities in any juris

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d60973d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of in

JARDEN ANNOUNCES PRELIMINARY THIRD QUARTER 2015 RESULTS - Company expects net sales of approximately $2.2 billion - Organic growth expected to exceed the high end of the Company’s annual targeted range of 3-5% - Adjusted earnings per share anticipate

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investors: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN ANNOUNCES PRELIMINARY THIRD QUARTER 2015 RESULTS - Company expects net sales of approximately $2.2 billion - Organic growth expected to exceed the high end of the Company?s annual targeted range of 3-5% - Adju

AGREEMENT AND PLAN OF MERGER by and among VISANT HOLDING CORP, JARDEN CORPORATION, VHC MERGER SUB, INC., and THE STOCKHOLDER REPRESENTATIVES NAMED HEREIN Dated as of October 13, 2015 Table of Contents Page Article I. THE MERGER. 1 1.01 The Merger 1 1

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among VISANT HOLDING CORP, JARDEN CORPORATION, VHC MERGER SUB, INC., and THE STOCKHOLDER REPRESENTATIVES NAMED HEREIN Dated as of October 13, 2015 Table of Contents Page Article I. THE MERGER. 1 1.01 The Merger 1 1.02 Effective Time of the Merger 1 1.03 Effect of the Merger 1 1.04 Merger Consideration 2 1.05 Cancellation of O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

AMENDMENT NO 1. TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2015 JARDEN CORPORATION, as the US Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, THE LENDERS AND L/C ISSUERS PARTY HERETO BARCLAYS BANK PLC, CR

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO 1. TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2015 among JARDEN CORPORATION, as the US Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE LENDERS AND L/C ISSUERS PARTY HERETO BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC and UBS SECURITIES LLC as Joint Lead Arrangers and Joint Book-Runnin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT

EX-10.2 3 d81437dex102.htm EX-10.2 Exhibit 10.2 CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT Each of the undersigned Guarantors hereby consents to the terms of the foregoing Amendment and agrees that the terms of the Amendment shall not impair or limit in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or other

JARDEN REPORTS SECOND QUARTER RESULTS Second Quarter Organic Net Sales Growth of 7% Record Second Quarter Net Sales of Over $2 Billion Record Second Quarter Segment Earnings of $259 Million

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS SECOND QUARTER RESULTS Second Quarter Organic Net Sales Growth of 7% Record Second Quarter Net Sales of Over $2 Billion Record Second Quarter Segment Earnings of $259 Million Miami, FL, July 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d38647d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 29, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporat

JARDEN CORPORATION

EX-99.2 3 d38647dex992.htm EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the three and six months ended June 30, 2015 and 2014 in millions Segment earnings: Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Net income $ 85.9 $ 52.1 $ 30.4 $ 55.8 Income tax provision 51.8 30.7 23.6 36.2 Interest expense, net 51.9

16,000,000 SHARES JARDEN CORPORATION COMMON STOCK UNDERWRITING AGREEMENT

EX-1.1 2 d46217dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 16,000,000 SHARES JARDEN CORPORATION COMMON STOCK UNDERWRITING AGREEMENT July 16, 2015 BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:

Jarden FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0

424B5 1 d89282d424b5.htm PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-190687 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.01 per share 18,400,000

Subject to Completion, dated July 16, 2015

424B5 1 d89282d424b5.htm PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-190687 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we and the underwriters are not soliciting offers to buy these securities in any juris

JARDEN ANNOUNCES PRELIMINARY SECOND QUARTER 2015 RESULTS - Company expects net sales of approximately $2.0 billion - Organic growth expected to exceed the Company’s targeted range of 3-5% - Adjusted earnings per share expected to be in line with Wall

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investors: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN ANNOUNCES PRELIMINARY SECOND QUARTER 2015 RESULTS - Company expects net sales of approximately $2.0 billion - Organic growth expected to exceed the Company?s targeted range of 3-5% - Adjusted earnings per shar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission File Nu

Jarden FORM 8-K (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

AGREEMENT AND PLAN OF MERGER BY AND AMONG WADDINGTON GROUP, INC., JARDEN CORPORATION, TWG MERGER SUB, INC. OLYMPUS GROWTH FUND V, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED JULY 11, 2015 TABLE OF CONTENTS Page A

EX-2.1 2 d71151dex21.htm EX-2.1 Exhibit 2.1 Execution AGREEMENT AND PLAN OF MERGER BY AND AMONG WADDINGTON GROUP, INC., JARDEN CORPORATION, TWG MERGER SUB, INC. AND OLYMPUS GROWTH FUND V, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED JULY 11, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 10 ART

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know by all those present that the undersigned hereby constitutes and appoints each of Ian G.

Jarden FORM 8-K (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission

CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION JARDEN CORPORATION (Under Section 242 of the General Corporation Law)

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF JARDEN CORPORATION (Under Section 242 of the General Corporation Law) Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify: 1. The name of the Corporation is Jarden Corporation. 2. The original certificate of incorporation

Jarden FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT JARDEN CORPORATION (Exact name of the registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1800 North Military Trail Boca Raton, Florida 33431

JARDEN CORPORATION CONFLICT MINERALS REPORT For the year ended December 31, 2014

EX-1.01 Exhibit 1.01 JARDEN CORPORATION CONFLICT MINERALS REPORT For the year ended December 31, 2014 This Conflict Minerals Report of Jarden Corporation (together with its subsidiaries, ?Jarden?, the ?Company?, ?us?, ?our? or ?we?) for calendar year 2014 (the ?2014 Reporting Period?) is provided in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

JARDEN REPORTS FIRST QUARTER RESULTS Net Sales of $1.7 Billion Organic Net Sales Growth of 4.7%

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 203-845-5300 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS FIRST QUARTER RESULTS Net Sales of $1.7 Billion Organic Net Sales Growth of 4.7% Miami, FL, April 23, 2015 ? Jarden Corporation (NYSE: JAH) today reported its financial results for the quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission File N

Segment earnings:

EX-99.2 3 d913648dex992.htm EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the quarters ended March 31, 2015 and 2014 in millions Segment earnings: Quarters ended March 31, 2015 March 31, 2014 Net income (loss) $ (55.5 ) $ 3.7 Income tax provision (benefit) (28.2 ) 5.5 Interest expense, net 52.9 54.0 Depreciation and amortization 47.5 45.6 Earnings before

Jarden DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x D

Jarden PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION

Exhibit 21.1 JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION The following are subsidiaries of Jarden Corporation as of December 31, 2014 and the jurisdictions in which they are organized. The names of certain subsidiaries have been omitted because in the aggregate they do not constitute a significant subsidiary as determined by the Company. Company State or Jurisdiction of Incorporation/Org

Jarden Corporation

EX-12.1 EXHIBIT 12.1 Jarden Corporation Ratio of Earnings to Fixed Charges Calculation (A) For the Years Ended December 31, (in millions) 2014 2013 2012 2011 2010 Earnings Before Fixed Charges: Net income $ 242.5 $ 203.9 $ 243.9 $ 204.7 $ 106.7 Add: Income tax provision 130.3 147.7 147.6 125.7 122.8 Less/add: Equity (income) loss of minority-owned companies 2.6 (0.3 ) (0.9 ) 0.5 (1.3 ) Add: Amorti

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT

EX-10.38 2 d821249dex1038.htm EX-10.38 Exhibit 10.38 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 24, 2014 (the “Amendment”) is made pursuant to that certain Third Amended and Restated Loan Agreement dated as of February 17, 2012 (as amended, modified or supplemented from time to time, the “Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

10-K 1 d821249d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

JAH / Jarden Corporation / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.5 )* Jarden Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 471109108 (CUSIP Number) December 3

JAH / Jarden Corporation / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.5 )* Jarden Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 471109108 (CUSIP Number) December 3

JARDEN REPORTS FOURTH QUARTER AND 2014 FULL YEAR RESULTS Record Fourth Quarter Net Sales of $2.44 Billion Record Fourth Quarter Organic Net Sales Growth of 11.4% Record Fourth Quarter Segment Earnings of $411 Million and Margin of 16.8% Fourth Quarte

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS FOURTH QUARTER AND 2014 FULL YEAR RESULTS Record Fourth Quarter Net Sales of $2.44 Billion Record Fourth Quarter Organic Net Sales Growth of 11.4% Record Fourth Quarter Segment Earnings of $41

JARDEN CORPORATION

EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the quarters and years ended December 31, 2014 and 2013 in millions Segment earnings: For the quarters ended For the years ended December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Net income $ 78.1 $ 37.0 $ 242.5 $ 203.9 Income tax provision 25.3 53.4 130.3 147.7 Interest expense, net 50.

JAH / Jarden Corporation / VANGUARD GROUP INC Passive Investment

jarden.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Jarden Corp Title of Class of Securities: Common Stock CUSIP Number: 471109108 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Martin E. Franklin

EX-10.1 2 d845626dex101.htm EX-10.1 Exhibit 10.1 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Martin E. Franklin 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2015 (the “Date of Grant”), to Martin E. Franklin (the “Recipient”), 414,474 restricted shares of the Company’s common stock, par value $0.01 per share (collec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2015 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commiss

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT James E. Lillie

EX-10.3 Exhibit 10.3 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR James E. Lillie 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2015 (the “Date of Grant”), to James E. Lillie (the “Recipient”), 186,513 restricted shares of the Company’s common stock, par value $0.01 per share (collectively the “Restricted Stock”). Th

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Ian G.H. Ashken

EX-10.2 Exhibit 10.2 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Ian G.H. Ashken 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2015 (the “Date of Grant”), to Ian G.H. Ashken (the “Recipient”), 186,513 restricted shares of the Company’s common stock, par value $0.01 per share (collectively the “Restricted Stock”). Th

AMENDMENT NO. 5 TO CREDIT AGREEMENT Dated as of December 19, 2014 JARDEN CORPORATION, as the US Borrower, JARDEN LUX HOLDINGS S.à r.l., JARDEN LUX S.à r.l. and JARDEN LUX FINCO S.à r.l., collectively, as the Luxembourg Borrower, BARCLAYS BANK PLC, as

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT Dated as of December 19, 2014 among JARDEN CORPORATION, as the US Borrower, JARDEN LUX HOLDINGS S.à r.l., JARDEN LUX S.à r.l. and JARDEN LUX FINCO S.à r.l., collectively, as the Luxembourg Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE LENDERS AND L/C ISSUERS PARTY HERETO BARCLAYS BANK PL

CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT Each of the undersigned Guarantors hereby consents to the terms of the foregoing Amendment and agrees that the terms of the Amendment shall not impair or limit in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or otherwise expr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 19, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

Segment earnings:

EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the three and nine months ended September 30, 2014 and 2013 in millions Segment earnings: For the three months ended For the nine months ended September 30, 2014 September 30, 2013 September 30, 2014 September 30, 2013 Net income $ 108.6 $ 94.9 $ 164.4 $ 166.9 Income tax provision 68.8 51.9 105.0 94.3 Interes

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 23, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commis

JARDEN REPORTS THIRD QUARTER RESULTS Record Third Quarter Net Sales of $2.1 Billion Third Quarter Organic Net Sales Growth of 6.4% Record Operating Earnings of $230 Million Record Third Quarter Segment Earnings of $308 Million and Margin of 14.4%

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS THIRD QUARTER RESULTS Record Third Quarter Net Sales of $2.1 Billion Third Quarter Organic Net Sales Growth of 6.4% Record Operating Earnings of $230 Million Record Third Quarter Segment Earni

JARDEN ANNOUNCES 3-FOR-2 STOCK SPLIT

EX-99.3 Exhibit 99.3 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN ANNOUNCES 3-FOR-2 STOCK SPLIT Miami, FL, October 23, 2014—Jarden Corporation (NYSE: JAH) today announced that its Board of Directors approved a 3-for-2 stock split of its current outstanding shares of

JAH / Jarden Corporation CORRESP - -

Correspondence KANE KESSLER, P.C. 1350 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 541-6222 September 24, 2014 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Mail Stop: 3561 100 F Street, NE Washington, D.C. 20549 Attention: Mara L. Ransom Assistant Director Re: Jarden Corporation Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 Commission File No. 001-13

JAH / Jarden Corporation CORRESP - -

CORRESPONDENCE KANE KESSLER, P.C. 1350 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 541-6222 September 10, 2014 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Mail Stop: 3561 100 F Street, NE Washington, D.C. 20549 Attention: Mara L. Ransom Assistant Director Re: Jarden Corporation Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 Commission File No. 001-13

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT

EX-10.1 2 d743085dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 23, 2014 (the “Amendment”) is made pursuant to that certain Third Amended and Restated Loan Agreement dated as of February 17, 2012 (as amended, modified or supplemented from time to time, the “Agreement”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

EX-10.2 3 d743085dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of April 23, 2014 (the “Amendment”), is made pursuant to that certain Second Amended and Restated Receivables Contribution and Sale Agreement dated as of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission Fil

THIRD AMENDED AND RESTATED JARDEN CORPORATION Article One Capital Stock

EX-3.1 2 d762462dex31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF JARDEN CORPORATION Article One Capital Stock Section A. Classes of Stock. The capital stock of the corporation shall consist of shares of such kinds and classes, with such designations and such relative rights, preferences, qualifications, limitations and restrictions, including voting rights, and for such considerat

JARDEN REPORTS SECOND QUARTER RESULTS Record Second Quarter Net Sales of $1.98 Billion Second Quarter Net Sales Growth of over 12% Second Quarter Organic Net Sales Growth of 3.1%

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS SECOND QUARTER RESULTS Record Second Quarter Net Sales of $1.98 Billion Second Quarter Net Sales Growth of over 12% Second Quarter Organic Net Sales Growth of 3.1% Miami, FL, July 24, 2014—Jar

JARDEN CORPORATION

EX-99.2 Exhibit 99.2 JARDEN CORPORATION Reconciliation of Non-GAAP Financial Measures For the three and six months ended June 30, 2014 and 2013 in millions Segment earnings: For the three months ended For the six months ended June 30, 2014 June 30, 2013 June 30, 2014 June 30, 2013 Net income $ 52.1 $ 76.4 $ 55.8 $ 72.0 Income tax provision 30.7 47.8 36.2 42.4 Interest expense, net 52.9 46.2 106.9

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 3 3⁄4% SENIOR NOTES DUE 2021 Dated as of July 14, 2014 Wells Fargo Bank, National Association, as Trustee Société Générale Bank & Trust, as Paying Agent, Transfer Agent, Registrar and Authent

EX-4.1 Exhibit 4.1 Execution Version JARDEN CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 3 3⁄4% SENIOR NOTES DUE 2021 INDENTURE Dated as of July 14, 2014 Wells Fargo Bank, National Association, as Trustee and Société Générale Bank & Trust, as Paying Agent, Transfer Agent, Registrar and Authenticating Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

Jarden Corporation Announces Closing of Euro 300 Million Private Offering of Senior Notes

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8200 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE Jarden Corporation Announces Closing of Euro 300 Million Private Offering of Senior Notes Miami, FL — July 14, 2014 — Jarden Corporation (NYSE: JAH) (the “Company”) announced today the closing of its previou

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission

€300,000,000 JARDEN CORPORATION 3 3⁄4% SENIOR NOTES DUE 2021 PURCHASE AGREEMENT

EX-10.1 2 d753489dex101.htm EX-10.1 Exhibit 10.1 Execution Version €300,000,000 JARDEN CORPORATION 3 3⁄4% SENIOR NOTES DUE 2021 PURCHASE AGREEMENT July 3, 2014 BARCLAYS BANK PLC J.P. MORGAN SECURITIES PLC, As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Ladies and Gentlemen: Jarden Corpo

Jarden Corporation Announces Pricing of Euro 300 Million Private Offering of Senior Notes

Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8200 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE Jarden Corporation Announces Pricing of Euro 300 Million Private Offering of Senior Notes Miami, FL – July 3, 2014 — Jarden Corporation (NYSE: JAH) (the “Company”) announced today the pricing of €300 million in aggr

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION JARDEN CORPORATION (Under Section 242 of the General Corporation Law)

EX-3.1 2 d741796dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF JARDEN CORPORATION (Under Section 242 of the General Corporation Law) Jarden Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The name of the Corporation is Jarden Corporation. 2. The original cer

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

- FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT JARDEN CORPORATION (Exact name of the registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1800 North Military Trail Boca Raton, Florida 33431

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.

JARDEN REPORTS FIRST QUARTER RESULTS Record First Quarter Net Sales of $1.7 Billion First Quarter Net Sales Growth of approximately 10% First Quarter Organic Net Sales Growth of approximately 1% Reported and Adjusted Gross Margin Expand 160 bps and 2

EX-99.1 2 d718062dex991.htm EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS FIRST QUARTER RESULTS Record First Quarter Net Sales of $1.7 Billion First Quarter Net Sales Growth of approximately 10% First Quarter Organic Net Sales Growth of a

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission

2014

Exhibit 99.2 JARDEN CORPORATION Reconciliation of GAAP to Non-GAAP For the quarters ended March 31, 2014 and 2013 in millions For the quarters ended March 31, 2014 March 31, 2013 Reconciliation of Non-GAAP measure: Net income (loss) $ 3.7 $ (4.4 ) Income tax provision (benefit) 5.5 (5.4 ) Interest expense, net 54.0 49.6 Loss on early extinguishment of debt — 17.1 Depreciation and amortization 45.6

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x D

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Jarden Corporation Announces Closing of $690 Million Private Offering of Senior Subordinated Convertible Notes

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8200 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE Jarden Corporation Announces Closing of $690 Million Private Offering of Senior Subordinated Convertible Notes Miami – March 17, 2014 —Jarden Corporation (NYSE: JAH) (the “Company”) today announced the closi

JARDEN CORPORATION THE GUARANTORS PARTY HERETO 1 1⁄8% Senior Subordinated Convertible Notes due 2034 Dated as of March 17, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Secti

EX-4.1 Exhibit 4.1 JARDEN CORPORATION (Issuer) THE GUARANTORS PARTY HERETO (Guarantors) 1 1⁄8% Senior Subordinated Convertible Notes due 2034 INDENTURE Dated as of March 17, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION (Trustee) TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 ARTICLE 2 THE NOTES 20 Section 2.01 Designation, Amount and Issuanc

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissi

$600,000,000 JARDEN CORPORATION 11/8% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2034 PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version $600,000,000 JARDEN CORPORATION 11/8% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2034 PURCHASE AGREEMENT March 11, 2014 BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC, As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 100

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissi

Jarden Corporation Announces Pricing of $600 Million Private Offering of Senior Subordinated Convertible Notes

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8200 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE Jarden Corporation Announces Pricing of $600 Million Private Offering of Senior Subordinated Convertible Notes Miami, FL – March 12, 2014 —Jarden Corporation (NYSE: JAH) (the “Company”) today announced the p

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissi

Jarden Corporation Announces Proposed Private Offering of $600 Million Senior Subordinated Convertible Notes

EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8200 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE Jarden Corporation Announces Proposed Private Offering of $600 Million Senior Subordinated Convertible Notes Miami, FL – March 11, 2014 —Jarden Corporation (NYSE: JAH) (the “Company”) today announced that it

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 3, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Jarden Corporation

EX-12.1 EXHIBIT 12.1 Jarden Corporation Ratio of Earnings to Fixed Charges Calculation (A) For the Years Ended December 31, (in millions) 2013 2012 2011 2010 2009 Earnings Before Fixed Charges: Net income $ 203.9 $ 243.9 $ 204.7 $ 106.7 $ 128.7 Add: Income tax provision 147.7 147.6 125.7 122.8 110.5 Less/add: Equity (income) loss of minority-owned companies (0.3 ) (0.9 ) 0.5 (1.3 ) 0.1 Add: Amorti

JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION

EX-21.1 EXHIBIT 21.1 JARDEN CORPORATION SUBSIDIARIES OF JARDEN CORPORATION The following are subsidiaries of Jarden Corporation as of December 31, 2013 and the jurisdictions in which they are organized. The names of certain subsidiaries have been omitted because in the aggregate they do not constitute a significant subsidiary as determined by the Company. Company State or Jurisdiction of Incorpora

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

See Notes to Earnings Release attached to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014 - 1 -

EX-99.1 Exhibit 99.1 JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except earnings per share) Quarters ended December 31, 2013 December 31, 2012 As Reported (GAAP) (2) Adjustments (1)(4) Adjusted (non-GAAP) (1)(2)(4) As Reported (GAAP) (2) Adjustments (1)(4) Adjusted (non-GAAP) (1)(2)(4) Net sales $ 2,215.6 $ — $ 2,215.6 $ 1,819.2 $ — $ 1,819.2 Cost o

JARDEN CORPORATION

EX-99.2 Exhibit 99.2 JARDEN CORPORATION RECONCILIATION OF GAAP TO NON-GAAP For the Quarters and Years ended December 31, 2013 and 2012 For the Quarters ended December 31, 2013 2012 Inc/(Dec) GROSS MARGIN (%) Gross margin as reported 28.6 % 27.9 % 0.7 % Fair market value adjustment to inventory 3.5 % — % 3.5 % Accelerated depreciation 0.1 % 0.2 % (0.1 )% International manufacturing rationalization

JAH / Jarden Corporation / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.4 )* Jarden Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 471109108 (CUSIP Number) December 3

JARDEN CORPORATION RESTRICTED STOCK AGREEMENT MARTIN E. FRANKLIN

EX-10.1 2 d676654dex101.htm EX-10.1 Exhibit 10.1 JARDEN CORPORATION RESTRICTED STOCK AGREEMENT FOR MARTIN E. FRANKLIN WHEREAS, the Recipient named above (the “Recipient”) is an employee of Jarden Corporation (the “Company”); WHEREAS, the Board of Directors of the Company (the “Board”) desires for key executive officers of the Company to focus on creating exceptional stockholder value over the long

JARDEN CORPORATION RESTRICTED STOCK AGREEMENT IAN G.H. ASHKEN

EX-10.2 3 d676654dex102.htm EX-10.2 Exhibit 10.2 JARDEN CORPORATION RESTRICTED STOCK AGREEMENT FOR IAN G.H. ASHKEN WHEREAS, the Recipient named above (the “Recipient”) is an employee of Jarden Corporation (the “Company”); WHEREAS, the Board of Directors of the Company (the “Board”) desires for key executive officers of the Company to focus on creating exceptional stockholder value over the long te

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

JARDEN CORPORATION RESTRICTED STOCK AGREEMENT JAMES E. LILLIE

EX-10.3 Exhibit 10.3 JARDEN CORPORATION RESTRICTED STOCK AGREEMENT FOR JAMES E. LILLIE WHEREAS, the Recipient named above (the “Recipient”) is an employee of Jarden Corporation (the “Company”); WHEREAS, the Board of Directors of the Company (the “Board”) desires for key executive officers of the Company to focus on creating exceptional stockholder value over the long term and, consistent with succ

JAH / Jarden Corporation / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.4 )* Jarden Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 471109108 (CUSIP Number) December 3

JARDEN REPORTS RECORD FOURTH QUARTER AND FULL YEAR RESULTS Record Fourth Quarter Net Sales of $2.2 Billion Fourth Quarter Net Sales Growth of 21.8% Fourth Quarter Organic Net Sales Growth of 4.0% Record Full Year Operating Cash Flow of $669 Million

EX-99.1 2 d674663dex991.htm EX-99.1 Exhibit 99.1 Jarden Corporation Rachel Wilson 914-967-9400 Investor Relations: Allison Malkin ICR, Inc. 203-682-8225 Press: Liz Cohen Weber Shandwick 212-445-8044 FOR IMMEDIATE RELEASE JARDEN REPORTS RECORD FOURTH QUARTER AND FULL YEAR RESULTS Record Fourth Quarter Net Sales of $2.2 Billion Fourth Quarter Net Sales Growth of 21.8% Fourth Quarter Organic Net Sale

Outdoor Solutions

EX-99.2 Exhibit 99.2 JARDEN CORPORATION RECONCILIATION OF GAAP TO NON-GAAP For the quarters and years ended December 31, 2013 and 2012 In millions For the quarters ended For the years ended December 31,2013 December 31,2012 December 31,2013 December 31,2012 Inc/(Dec) % Reconciliation of Non- GAAP measure: Net income $ 37.0 $ 48.7 $ 203.9 $ 243.9 Income tax provision 53.4 31.9 147.7 147.6 Interest

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission Fil

JAH / Jarden Corporation / VANGUARD GROUP INC Passive Investment

jarden.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Jarden Corp Title of Class of Securities: Common Stock CUSIP Number: 471109108 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Martin E. Franklin

EX-10.1 2 d652724dex101.htm EX-10.1 Exhibit 10.1 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Martin E. Franklin 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2014 (the “Date of Grant”), to Martin E. Franklin (the “Recipient”), 276,316 restricted shares of the Company’s common stock, par value $0.01 per share (collec

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Ian G.H. Ashken

EX-10.2 3 d652724dex102.htm EX-10.2 Exhibit 10.2 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR Ian G.H. Ashken 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2014 (the “Date of Grant”), to Ian G.H. Ashken (the “Recipient”), 124,342 restricted shares of the Company’s common stock, par value $0.01 per share (collectively

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2014 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commiss

JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT James E. Lillie

EX-10.3 4 d652724dex103.htm EX-10.3 Exhibit 10.3 JARDEN CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR James E. Lillie 1. Award of Restricted Stock. Jarden Corporation (the “Company”) hereby grants, as of January 2, 2014 (the “Date of Grant”), to James E. Lillie (the “Recipient”), 124,342 restricted shares of the Company’s common stock, par value $0.01 per share (collectively

Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives

EX-10.3 4 d648022dex103.htm EX-10.3 Exhibit 10.3 Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives This Equity Award, Lock-Up and Amendment Agreement, dated as of December 19, 2013 (the “Agreement”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and James E. Lillie (the “Executive”). WITNESSETH: WHEREAS, the Company and

Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives

EX-10.2 3 d648022dex102.htm EX-10.2 Exhibit 10.2 Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives This Equity Award, Lock-Up and Amendment Agreement, dated as of December 19, 2013 (the “Agreement”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and Ian G.H. Ashken (the “Executive”). WITNESSETH: WHEREAS, the Company and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 19, 2013 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commi

Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives

EX-10.1 2 d648022dex101.htm EX-10.1 Exhibit 10.1 Jarden Corporation Equity Award, Lock-Up and Amendment Agreement for Key Executives This Equity Award, Lock-Up and Amendment Agreement, dated as of December 19, 2013 (the “Agreement”), is entered into by and between Jarden Corporation, a Delaware corporation (the “Company”), and Martin E. Franklin (the “Executive”). WITNESSETH: WHEREAS, the Company

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2013 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 001-13665 35-1828377 (State or other jurisdiction of incorporation) (Commission Fil

TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED): Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations for the twenty-six weeks ended June 29, 2013 and June 30, 2012 2 Condensed Consoli

EX-99.2 Exhibit 99.2 Yankee Candle Investments LLC and Subsidiaries Consolidated Financial Statements as of June 29, 2013 and December 29, 2012 and for twenty-six weeks ended June 29, 2013 and June 30, 2012 TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED): Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations for the twenty-six weeks

TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheet 2 Consolidated Statement of Operations 3 Consolidated Statement of Comprehensive Income 4 Consolidated Statement of Changes in Member’

EX-99.1 3 d630679dex991.htm EX-99.1 Exhibit 99.1 Yankee Candle Investments LLC and Subsidiaries Consolidated Financial Statements as of and for the year ended December 29, 2012, and Independent Auditors’ Report TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheet 2 Consolidated Statement of Operations 3 Consolidated Statement of Compre

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information as of the dates and for the periods indicated gives effect to the acquisition by Jarden Corporation (“Jarden”) on October 3, 2013, of Yankee Candle Investments LLC (“Yankee Candle”), a Delaware limited liability company (the “Acquisition”), as well as t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13665 Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 35-1828377 (State or other jurisdiction of incorporation or organization) (I.