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

File Number)

 

(IRS Employer

Identification No.)

 

1800 North Military Trail, Boca Raton, Florida   33431
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (561) 447-2520

 

(Former name or former address, if changed since last report.)

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On February 11, 2016, Jarden Corporation (the “Company”) issued a press release announcing the Company’s preliminary financial results for the year ended December 31, 2015, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Number

  

Exhibit

99.1    Press Release of Jarden Corporation, dated February 11, 2016, with respect to the Company’s preliminary financial results for the year ended December 31, 2015 (furnished only).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 11, 2016

 

JARDEN CORPORATION
By:  

/s/ John E. Capps

Name:   John E. Capps
Title:   Executive Vice President - Administration, General Counsel and Secretary


Exhibit Index

 

Number

  

Exhibit

99.1    Press Release of Jarden Corporation, dated February 11, 2016, with respect to the Company’s preliminary financial results for the year ended December 31, 2015 (furnished only).


Exhibit 99.1

 

LOGO   

 

 

 

 

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

targeted range of 3-5%

- 2015 Adjusted earnings per share anticipated to exceed Wall Street consensus estimates

Miami, FL – February 11, 2016 – Jarden Corporation (“Jarden” or the “Company”) (NYSE: JAH), and Newell Rubbermaid (NYSE: NWL) on December 14, 2015 announced that they entered into a definitive agreement to combine the two companies. The transaction creates a $16 billion consumer goods company to be named Newell Brands and is expected to close in the second quarter of 2016.

Jarden expects to file a Form 10-K toward the end of February, 2016. In that filing Jarden will report final net sales and earnings for 2015. Consistent with its guidance, the Company expects that net sales for 2015 will be approximately $8.6 billion. The Company expects organic revenue growth to be at the higher end of its targeted range of 3-5% and adjusted earnings per share to exceed current Wall Street consensus estimates. The Company anticipates generating cash flow from operations towards the higher end of its previously provided 2015 guidance.

About Jarden Corporation

Jarden Corporation is a diversified, global consumer products company with a portfolio of over 120 trusted, authentic brands. Jarden’s record of strong financial performance and organic growth is supported by a focused operating culture coupled with value enhancing acquisitions and shareholder focused capital allocation. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Envirocooler®, Fiona®, First

 

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Exhibit 99.1

Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew-Cornell®, Mapa®, Millefiori®, NUK®, Pine Mountain®, Quickie®, Spontex®, Tigex®, Waddington, Yankee Candle® and YOU®; Outdoor Solutions: Abu Garcia®, AeroBed®, Berkley®, Campingaz® and Coleman®, Dalbello®, ExOfficio®, Fenwick®, Greys®, Gulp!®, Hardy®, Invicta®, Jostens®, K2®, Marker®, Marmot®, Mitchell®, Neff®, PENN®, Rawlings®, Shakespeare®, Squadra®, Stearns®, Stren®, Trilene®, Völkl® and Zoot®; and Consumer Solutions: Bionaire®, Breville®, Cadence®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rainbow®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®. Headquartered in Florida, Jarden ranks #348 on the Fortune 500 and has approximately 35,000 employees worldwide. For further information about Jarden, please visit www.jarden.com.

Safe Harbor

This news release contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s proposed combination with Newell Rubbermaid, expected, anticipated or estimated net sales, adjusted earnings per share, organic revenue growth and cash flow from operations. These statements are based on management’s estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company’s periodic and other reports filed with the Securities and Exchange Commission.

These preliminary estimates are based on the most current information available to management as of the date hereof. Our actual results may differ materially from these preliminary estimates due to, among other things, the completion of our accounting close and audit procedures, final adjustments and other developments that may arise between now and the time that our audited consolidated financial results as of and for the fiscal year ended December 31, 2015, are finalized.

 

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