Yankee Candle Buyout

The Yankee Candle Company, Inc.
$1.4B Buyout

Summary

Buyout by Madison Dearborn Partners

$34.75 per YCC share: $1.4b total

YCCstock chart

Announced 10.25.06

Closed 2.23.07

Advisors

Financial

YCC : Lehman Brothers
MDP : Merrill Lynch

Legal

YCC : Fried Frank
MDP : Kirkland & Ellis

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Effective Time of the Merger
1.3 Articles of Organization
1.4 By-laws
1.5 Board of Directors and Officers
1.6 Effects of Merger

Article II Conversion of Shares

2.1 Conversion of Shares
2.2 Payment and Exchange of Certificates
2.3 Dissenting Company Shares
2.4 No Further Ownership Rights in the Shares
2.5 Closing of Company Transfer Books
2.6 Adjustments
2.7 Stock Options, Restricted Stock, Performance Shares
2.8 Deferred Compensation Plan
2.9 Special Retention Bonus Plan

Article III Company Reps

3.1 Organization, Standing and Power
3.2 Capital Structure
3.3 Authority; Non-contravention
3.4 Sec Documents
3.5 Proxy Statement
3.6 Absence of Certain Events
3.7 Litigation
3.8 No Violation of Law
3.9 Taxes
3.10 Employee Benefit Plans; ERISA
3.11 Labor And Employment Matters
3.12 Environmental Matters
3.13 Affiliate Transactions
3.14 Intellectual Property
3.15 Takeover Statutes
3.16 Title to Assets
3.17 Material Contracts
3.18 Opinion of Financial Advisors
3.19 Brokers and Finders
3.20 No Other Representations or Warranties

Article IV Parent and Sub Reps

4.1 Organization, Standing and Power
4.2 Operations of Parent and Sub
4.3 Authority; Non-contravention
4.4 Proxy Statement
4.5 Financing
4.6 Litigation
4.7 Brokers and Finders
4.8 Ownership of Shares
4.9 Solvency
4.10 Guarantee

Article V Covenants Relating to Conduct of Business

5.1 Conduct of Business by the Company Pending the
Merger
5.2 Control of the Company's Operations

Article VI Additional Agreements

6.1 Company Stockholder Approval; Proxy Statement
6.2 Directors' and Officers' Indemnification
6.3 No Solicitation
6.4 Access to Information; Confidentiality
6.5 Reasonable Best Efforts; Notification
6.6 Benefit Plans
6.7 Fees and Expenses
6.8 Public Announcements
6.9 Sub
6.10 Transfer Taxes
6.11 Stockholder Litigation
6.12 Corporate Headquarters

Article VII Conditions Precedent

7.1 Each Party
7.2 Parent and Sub
7.3 Company

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Amendment
8.4 Extension; Waiver
8.5 Procedure for Termination, Amendment, Extension or
Waiver

Article IX Miscellaneous

9.1 Non-survival of Representations, Warranties and
Agreements
9.2 Notices
9.3 Specific Performance
9.4 Assignment; Binding Effect
9.5 Entire Agreement
9.6 Governing Law
9.7 Counterparts
9.8 Headings and Table of Contents
9.9 No Third Party Beneficiaries
9.10 Incorporation of Exhibits
9.11 Severability
9.12 Subsidiaries
9.13 Person
9.14 Knowledge of the Company; Knowledge of Parent

Proxy Solicitation

Definitive proxy statement 12.20.06

Table of contents

Preliminary proxy statement11.16.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §6.3
Proxy statement disclosure

Break-up fee

$56mm, plus out-of-pocket expenses
Agreement §8.1
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §6.5
Proxy statement disclosure

Fairness Opinion

Lehman Brothers and PJSC fairness opinions

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

Financing

Summary

Form 8-K summary 2.06.07

$325 mm 8 1/2% Senior Notes due 2015
$200 mm 9 3/4% Senior Subordinated Notes due 2017
$775 mm senior secured credit facility
- $650 mm 7-year senior secured term loan facility
- $125 mm 6-year senior secured revolving credit facility

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