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K2 proclaims pricing for its tender offer

01 Aug '07

4 min read

K2 Inc announced the determination of the pricing for its previously announced cash tender offer to purchase any and all of its outstanding 7 3/8% Senior Notes due 2014.

The tender offer and related solicitation of consents to amend the indenture pursuant to which the Notes were issued are being made in connection with the previously announced Agreement and Plan of Merger by and among Jarden Corporation K2 Merger Sub Inc a wholly-owned subsidiary of Jarden and K2 Inc pursuant to which Merger Sub will merge with and into K2, with K2 surviving the merger as a wholly-owned subsidiary of Jarden.

The tender offer and consent solicitation are being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 18, 2007 and the related Consent and Letter of Transmittal, and are conditioned upon, among other things, the consummation of the Merger.

The total consideration for the Notes was determined as of 2:00 P.M, New York City time, on July 31, 2007, using the yield of the 3.625% U.S. Treasury Note due July 15, 2009 plus a fixed spread of 50 basis points and based on the Scheduled Initial Payment Date, as defined in the Offer to Purchase, of August 8, 2007.

The yield on the Reference Security was 4.628% and the tender offer yield was 5.128%. Accordingly, the total consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M, New York City time, on July 31, 2007 is $1,073.56, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes.

The tender offer consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of Notes validly tendered after the Consent Date but at or prior to the Expiration Date is $1,043.56.

In addition, K2 announced that approximately $198.96 million of outstanding Notes, or approximately 99.5% of the aggregate principal amount of Notes outstanding, had been validly tendered and not validly withdrawn on or prior to the Consent Date.

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