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Published on 7/18/2007 in the Prospect News High Yield Daily.

K2 begins tender offer, consent solicitation for 7 3/8% notes

By Angela McDaniels

Seattle, July 18 - K2 Inc. said it began a cash tender offer to purchase its outstanding 7 3/8% senior notes due 2014 and a consent solicitation to amend the note indenture.

The proposed amendments would eliminate substantially all of the restrictive covenants and some events of default, delete the covenant relating to the merger and consolidation of K2 and amend certain terms of the defeasance and discharge provisions. Holders may not tender without delivering consents.

The consent deadline is 5 p.m. ET on July 31, and the tender offer will expire at 11:59 p.m. ET on Aug. 14.

The company will determine the payout at 2 p.m. ET on July 31 based on the bid-side price of the 3 5/8% U.S. Treasury note due July 15, 2009 plus 50 basis points, minus accrued interest up to but excluding the payment date.

The tender consideration will include a consent payment of $30 per $1,000 principal amount for notes tendered by the consent deadline.

Tendering noteholders will also receive accrued interest up to but excluding the payment date, which is expected to be Aug. 8 for notes tendered by the consent deadline and Aug. 15 for all remaining tendered notes.

The tender offer and consent solicitation are being made in connection with the planned acquisition of K2 by Jarden Corp. and are subject to the receipt of the needed consents and to the closing of the acquisition.

Lehman Brothers Inc. (800 438-3242 or 212 528-7581) is the dealer manager and solicitation agent, and Global Bondholder Services Corp. (212 430-3774 or 866 470-4200) is the information agent.

K2 is based in Carlsbad, Calif., and manufactures products used in team and individual sports.


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