American Greetings Corporation and Century Intermediate Holding Company 2 Announce Cash Tender Offer and Consent Solicitation for 7.375% Senior Notes Due 2021 and Cash Tender Offer for 9.750%/10.500% Senior PIK Toggle Notes Due 2019
Marketwired
CLEVELAND, OH--(Marketwired - January 30, 2017) - American Greetings Corporation ("American Greetings") and American Greetings' indirect parent holding company, Century Intermediate Holding Company 2 ("CIHC 2"), announced today the commencement of cash tender offers (the "Tender Offers" and each a "Tender Offer") for any and all of the outstanding 7.375% Senior Notes due 2021 issued by American Greetings (the "Senior Notes") and any and all of the outstanding 9.750%/10.500% Senior PIK Toggle Notes due 2019 issued by CIHC 2 (the "PIK Notes" and, collectively with the Senior Notes, the "Notes" and each of the Senior Notes and the PIK Notes a "Series" of Notes).
In connection with its Tender Offer, American Greetings is soliciting consents (the "Consent Solicitation") to certain proposed amendments to the indenture governing the Senior Notes to eliminate substantially all restrictive covenants and certain events of default and shorten the minimum period required to deliver a notice of redemption of the Senior Notes to holders. Holders of Senior Notes may not tender their Senior Notes without delivering consents or deliver consents without tendering their Senior Notes. Consents in respect of at least a majority in aggregate principal amount of the Senior Notes are required to approve such amendments.
The table below describes the Series subject to the Tender Offers and certain terms of the Tender Offers:
Per $1,000 principal amount of Notes
Title of Security
CUSIP Numbers
Principal Amount Outstanding
Tender Offer Consideration
Early Tender Payment
Total Consideration
7.375% Senior Notes due 2021
026375 AP0
$225,000,000
$1,011.13
$30
$1,041.13
9.750%/ 10.500% Senior PIK Toggle Notes due 2019
156577 AA6 and U15665 AA7
$285,000,000
$982.75
$30
$1,012.75
The Tender Offers will expire at Midnight, New York City time, on February 27, 2017, unless extended or earlier terminated by American Greetings or CIHC 2, as applicable (the "Expiration Date"). Subject to the terms and conditions of the applicable Tender Offer, Notes validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on February 10, 2017 (the "Early Tender Deadline") will be entitled to the applicable "Total Consideration" listed in the table above per $1,000 principal amount of Notes that are validly tendered, which consists of the applicable "Tender Offer Consideration" plus the "Early Tender Payment" of $30 per $1,000 principal amount of Notes. Notes validly tendered and not validly withdrawn after the applicable Early Tender Deadline, but on or prior to the applicable Expiration Date, will only be entitled to the applicable Tender Offer Consideration listed in the table above per $1,000 principal amount of Notes that are validly tendered. In addition, holders whose Notes are accepted for purchase will be entitled to receive accrued and unpaid interest in cash from the last interest payment date applicable to the Notes to, but not including, the applicable settlement date. Subject to the terms and conditions of the applicable Tender Offer, Notes may be withdrawn and the related consents (in the case of the Senior Notes) may be revoked (and will be revoked upon the withdrawal of the tendered Senior Notes) at any time on or prior to 5:00 P.M., New York City time, on February 10, 2017, unless extended.
Payment for Notes validly tendered and not properly withdrawn after the applicable Early Tender Date and accepted for purchase will be made promptly after the applicable Expiration Date. The settlement date for Notes tendered prior to the Early Tender Date is expected to be February 16, 2017.
The Tender Offers are conditioned upon the completion of American Greetings' new debt securities financing and the entry by American Greetings into a new senior secured credit agreement, as well as certain other customary conditions, but is not conditioned on the tender of any minimum principal amount of Senior Notes or PIK Notes, as applicable. American Greetings and CIHC 2 each expressly reserve the right in its sole discretion, subject to applicable law, at any time and from time to time, to (1) waive any and all conditions to the applicable Tender Offer prior to the applicable Expiration Date and accept all Notes previously tendered and not validly withdrawn pursuant to the applicable Tender Offer, and (2) amend, extend or, subject to certain conditions, terminate the applicable Tender Offer. The complete terms and conditions of the Tender Offers are described in, and qualified in their entirety by, the Offer to Purchase and Consent Solicitation Statement of American Greetings and the Offer to Purchase of CIHC 2, as applicable, each dated January 30, 2017, as well as related materials that are being distributed to holders of the Senior Notes and PIK Notes, as applicable.
BofA Merrill Lynch is the dealer manager for the Tender Offers and solicitation agent for the Consent Solicitation. Questions regarding the Tender Offers and Consent Solicitation may be directed to BofA Merrill Lynch at 1-888-292-0070 (U.S. toll free) or 1-980-387-2113. Global Bondholder Services Corporation will act as information agent and depositary for the Tender Offers and the Consent Solicitation. Requests for documents may be directed to Global Bondholder Services Corporation at 1-866-807-2200 (U.S. toll free), or 1-212-430-3774 (for banks and brokers).
This press release is for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and Offer to Purchase, as applicable, and the related Letters of Transmittal. The Tender Offers and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of American Greetings, CIHC 2, the dealer manager, the solicitation agent, the depositary or the information agent is making any recommendation as to whether or not holders should tender their Notes in connection with the Tender Offers and consent solicitation.
About American Greetings
As a leader in meaningful connections, American Greetings Corporation is a creator and manufacturer of innovative social expression products that assist consumers in making the world a more thoughtful and caring place. Founded in 1906, American Greetings' major greeting card lines are American Greetings, Carlton Cards, Gibson, Recycled Paper Greetings and Papyrus, and other paper product offerings include DesignWare party goods and American Greetings and Plus Mark gift-wrap and boxed cards. American Greetings also has one of the largest collections of greetings on the Web, including greeting cards available at Cardstore.com and electronic greeting cards available at AmericanGreetings.com. In addition to its product lines, American Greetings also creates and licenses popular character brands through the American Greetings Entertainment group. Headquartered in Cleveland, Ohio, American Greetings generates annual revenue of approximately $1.9 billion, and its products can be found in retail outlets worldwide.
Forward-Looking Statements
This press release contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to American Greetings and CIHC 2 that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements.
Although American Greetings and CIHC 2 believe that the expectations and assumptions reflected in such forward-looking statements are reasonable based on information currently available to the management of American Greetings and CIHC 2, American Greetings and CIHC 2 cannot guarantee future results or events. Each of American Greetings and CIHC 2 expressly disclaims a duty to update any of the forward-looking statements contained herein.
