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Jarden Announces Early Tender And Consent Solicitation Results

RYE, N.Y., March 28, 2013 /PRNewswire/ -- Jarden Corporation (NYSE: JAH) ("Jarden" or the "Company") announced today that holders of $168.5 million in principal amount of its 8% Senior Notes due 2016 (the "Notes"), or 56.2% of the outstanding principal amount, tendered their notes on or prior to 5:00 p.m., Eastern Time on March 27, 2013 (the "Early Tender Deadline") pursuant to the Company's previously announced cash tender offer (the "Tender Offer") for any and all of the $300 million outstanding principal amount of the Notes.  Subject to the terms, and upon satisfaction or waiver of the conditions, of the Tender Offer, the Company intends to exercise the early settlement option for the tender offer, with payment for the tendered Notes expected on or about March 28, 2013 (the "Initial Payment Date"). 

In addition, Jarden announced that it received consents from holders of 56.2% of the Notes as of the Early Tender Deadline, which is a sufficient number of consents to effect all of the proposed amendments to the indenture governing the Notes (the "Indenture"), as set forth in Jarden's Offer to Purchase and Consent Solicitation Statement dated March 14, 2013 (the "Offer to Purchase"), and the related Consent and Letter of Transmittal, pursuant to which the Tender Offer and consent solicitation are being made.  The proposed amendments eliminate substantially all of the restrictive covenants contained in the Indenture.  In addition, when the proposed amendments become operative, a notice of redemption to holders whose Notes are to be redeemed will be permitted to be provided not less than 15 days before a redemption date instead of not less than 30 days before a redemption date, as currently required under the Indenture.  Jarden will execute a supplemental indenture effecting the proposed amendments to the Indenture, which will be effective upon payment for the Notes on the Initial Payment Date.  The supplemental indenture, when effective, will be binding on the holders of Notes not purchased in the Tender Offer.

The Tender Offer will expire at 11:59 p.m., Eastern Time, on April 11, 2013 (the "Expiration Time"), unless extended or earlier terminated.  As described in more detail in the Offer to Purchase and related Consent and Letter of Transmittal, subject to the terms and conditions of the Tender  Offer, holders who validly tendered their Notes and delivered their consents by the Early Tender Deadline (and did not validly withdraw their Notes or revoke their consents) will be entitled to receive $1,046.75 per $1,000 principal amount of Notes tendered (the "Total Consideration"), which includes an early tender payment of $30.00 per $1,000 principal amount of Notes tendered (the "Early Tender Payment").  Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time are eligible to receive an amount equal to the Total Consideration minus the Early Tender Payment, or $1,016.75 per $1,000 principal amount of Notes tendered, if such Notes are accepted for purchase.  Holders whose tendered Notes are accepted for purchase will also receive accrued and unpaid interest from, and including, the most recent interest payment date for the Notes, to, but not including, the applicable payment date for the Notes.  Notes tendered after the Early Tender Deadline may not be withdrawn and the related consents may not be revoked.

The obligation of Jarden to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including a financing condition and general conditions.

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