18.07.2007 20:30:00
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K2 Inc. Announces Cash Tender Offer and Related Consent Solicitation for its 7 3/8% Senior Notes due 2014
K2 Inc. (NYSE:KTO) today announced that it has commenced a cash tender
offer to purchase any and all of its outstanding 7?%
Senior Notes due 2014 (CUSIP No. 482732AE4) (the "Notes”),
and a related consent solicitation to amend the indenture pursuant to
which the Notes were issued (the "Indenture”).
The tender offer and consent solicitation are being made in connection
with the previously announced Agreement and Plan of Merger by and among
Jarden Corporation ("Jarden”),
K2 Merger Sub, Inc., a wholly-owned subsidiary of Jarden ("Merger
Sub”), and K2 Inc. ("K2”),
pursuant to which Merger Sub will merge with and into K2, with K2
surviving the merger as a wholly-owned subsidiary of Jarden (the "Merger”).
The tender offer and consent solicitation are made upon the terms and
conditions set forth in the related Offer to Purchase and Consent
Solicitation Statement dated July 18, 2007 (the "Offer
to Purchase”) and the related Consent and
Letter of Transmittal, and are conditioned upon, among other things, the
consummation of the Merger.
The tender offer is scheduled to expire at 11:59 P.M., New York City
time, on Tuesday, August 14, 2007, unless amended, extended or earlier
terminated (the "Expiration Date”).
In order to be eligible to receive the Total Consideration for tendered
Notes, holders must validly tender and not validly withdraw their Notes
and validly deliver and not validly revoke their consents at or prior to
5:00 P.M., New York City time, on Tuesday, July 31, 2007, unless
extended or amended (the "Consent Date”).
Tendered Notes may not be validly withdrawn and delivered consents may
not be validly revoked after the Consent Date.
The "Total Consideration”
to be paid for each Note validly tendered and not validly withdrawn at
or prior to the Consent Date, subject to the terms and conditions set
forth in the Offer to Purchase, will be paid in cash and calculated
using the yield of the 3.625% U.S. Treasury Note due July 15, 2009 (the "Reference
Security”) as displayed on the Bloomberg
Government Pricing Monitor Page BBT5. The Total Consideration per $1,000
principal amount of Notes will be calculated as set forth in the Offer
to Purchase and determined in accordance with standard market practice,
based on the bid-side price of the Reference Security on the Price
Determination Date (as defined below) plus a fixed spread of 50 basis
points, minus the accrued and unpaid interest from the most recent
interest payment date for the Notes to, but not including, the scheduled
initial payment date.
The Total Consideration includes a consent payment of $30.00 per $1,000
principal amount of Notes (the "Consent
Payment”), which will be payable only in
respect of Notes purchased that are validly tendered and not validly
withdrawn and consents that are validly delivered and not validly
revoked on or prior to the Consent Date. Holders who validly tender
their Notes after the Consent Date and at or prior to the Expiration
Date will not be eligible to receive the Consent Payment, and
accordingly will only be eligible to receive an amount equal to the
Total Consideration less the Consent Payment. Holders whose Notes are
accepted for payment will also be paid accrued and unpaid interest from
the most recent interest payment date to, but not including, the
applicable payment date for Notes purchased in the tender offer. K2
expects that the "Price Determination Date”
will be 2:00 P.M., New York City time, on Tuesday, July 31, 2007, unless
the tender offer and consent solicitation are extended or amended.
In connection with the tender offer, K2 is soliciting consents to
proposed amendments to the Indenture, which will eliminate substantially
all restrictive covenants and certain events of default, delete the
covenant relating to the merger and consolidation of K2 and certain of
its subsidiaries and amend certain terms of the defeasance and discharge
provisions (and make related changes in the Notes and delete the form of
supplemental indenture for subsequent guarantors). Holders may not
validly tender their Notes without also validly delivering their
consents or validly deliver consents without also validly tendering
their Notes.
For Notes that have been validly tendered and not validly withdrawn
prior to the Consent Date and that are accepted for payment, settlement
will occur on the initial payment date which will be the first business
day following the Price Determination Date on which all conditions to
the tender offer have been satisfied or waived, which is expected to be
Wednesday, August 8, 2007. For Notes that have been validly tendered
after the Consent Date and that are accepted for payment, settlement
will occur on the final payment date, which will be promptly after the
Expiration Date, which is expected to be Wednesday, August 15, 2007, if
the Expiration Date is not extended or terminated.
The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including receipt of consents
sufficient to approve the proposed amendments to the Indenture and the
Merger having occurred or occurring substantially concurrent with the
initial payment date. The purpose of the tender offer is to acquire all
outstanding Notes. The purpose of the consent solicitation is to amend
the Indenture to effect the proposed amendments, as described in the
Offer to Purchase.
K2 has retained Lehman Brothers Inc. to act as the Dealer Manager for
the tender offer and Solicitation Agent for the consent solicitation.
Holders with questions regarding the tender offer and the consent
solicitation should contact Lehman Brothers Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect). Requests for documentation may
be directed to Global Bondholder Services Corporation, who has been
retained to act as the Information Agent for the tender offer and
consent solicitation, which can be contacted at (212) 430-3774 (for
banks and brokers only) or (866) 470-4200 (for all others toll-free).
This release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell the Notes. The offer
to purchase the Notes is only being made pursuant to the tender offer
and consent solicitation documents that K2 is distributing to holders of
Notes, including the Offer to Purchase. The tender offer and consent
solicitation are not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the tender offer or consent solicitation are
required to be made by a licensed broker or dealer, they shall be deemed
to be made by Lehman Brothers Inc. on behalf of K2.
About K2 Inc.
K2 Inc. is a premier, branded consumer products company with a portfolio
of leading brands including Shakespeare®,
Penn®, Pflueger®,
Sevylor® and
Stearns® in the
Marine and Outdoor segment; Rawlings®,
Worth® and Brass
Eagle® in the Team
Sports segment; K2®,
Völkl®,
Marker® and Ride®
in the Action Sports segment; and Adio®,
Marmot® and Ex
Officio® in the
Apparel and Footwear segment. K2’s
diversified mix of products is used primarily in team and individual
sports activities such as fishing, watersports activities, baseball,
softball, alpine skiing, snowboarding and in-line skating. Among K2’s
other branded products are Hodgman®
waders, Miken®
softball bats, Tubbs®
and Atlas®
snowshoes, JT® and
Worr Games®
paintball products, Planet Earth®
apparel and Sospenders®
personal floatation devices.
Adio®, Atlas®,
Brass Eagle®, Ex
Officio®, Hodgman®,
JT®, K2®,
Marker®, Marmot®,
Penn®, Pflueger®,
Planet Earth®,
Rawlings®, Ride®,
Sevylor®,
Shakespeare®,
Sospenders®,
Stearns®, Tubbs®,
Völkl®,
Worth® and Worr
Games® are
trademarks or registered trademarks of K2 Inc. or its subsidiaries in
the United States or other countries.
Forward Looking Statements
This news release includes forward-looking statements within the meaning
of the "safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. K2
cautions that these statements are qualified by important factors that
could cause actual results to differ materially from those in the
forward-looking statements, including but not limited to, the completion
of the merger with Jarden and the tender offer and consent solicitation
with respect to the Notes, K2’s ability to
successfully execute its acquisition plans and growth strategy,
integration of acquired businesses, weather conditions, consumer
spending, continued success of manufacturing in China, global economic
conditions, product demand, financial market performance, outcome of
material litigation and other risks and uncertainties as detailed from
time to time in K2’s reports filed with the
Securities and Exchange Commission. K2 cautions that the foregoing list
of important factors is not exclusive, any forward-looking statements
included in this news release are made as of the date of this news
release, and K2 does not undertake to update any such forward-looking
statements unless legally required.
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