SOURCE: American Greetings

American Greetings

February 13, 2017 13:46 ET

American Greetings Corporation and Century Intermediate Holding Company 2 Announce Early Results of 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

CLEVELAND, OH--(Marketwired - February 13, 2017) - American Greetings Corporation ("American Greetings") and American Greetings' indirect parent holding company, Century Intermediate Holding Company 2 ("CIHC 2"), announced today the early results of the previously announced cash tender offer (the "Senior Notes Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to any and all of the outstanding 7.375% Senior Notes due 2021 issued by American Greetings (the "Senior Notes") and cash tender offer (the "PIK Notes Tender Offer" and, collectively with the Senior Notes Tender Offer, the "Tender Offers" and, each, a "Tender Offer") for 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").

As of 5:00 p.m., New York City time, on February 10, 2017 (the "Early Tender Deadline"), according to Global Bondholder Services Corporation, the depositary and information agent in connection with the Tender Offers and the Consent Solicitation, tenders and the related consents (in the case of the Senior Notes) were received from holders of Notes and not validly withdrawn as outlined in the following table:

Title of Security  CUSIP Numbers  Principal Amount Outstanding  Principal Amount Tendered  Percent Tendered
7.375% Senior Notes due 2021  026375 AP0  $225,000,000  $193,238,000  85.9%
9.750%/10.500% Senior PIK Toggle Notes due 2019  156577 AA6 and U15665 AA7  $285,000,000  $228,511,000  80.2%

Accordingly, American Greetings has received consents sufficient to approve the previously announced proposed amendments to the Indenture governing the Senior Notes (the "Indenture"). American Greetings and the trustee for the Senior Notes will enter into a supplemental indenture containing the proposed amendments to the Indenture. Such amendments will not become effective until the settlement date, which is expected to occur on February 16, 2017, and until American Greetings accepts the Senior Notes validly tendered and not withdrawn on or prior to the Early Tender Deadline.

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 Senior Notes Tender Offer, holders of Senior Notes who validly tendered and did not withdraw their Senior Notes on or prior to the Early Tender Deadline will be entitled to receive $1,041.13 per $1,000 principal amount of Senior Notes tendered, which includes the consent payment of $30 per $1,000 principal amount of Senior Notes tendered (the "Consent Payment"). Holders of Senior Notes who validly tender their Senior Notes after the Early Tender Deadline and on or prior to the Expiration Date will be entitled to receive $1,011.13 per $1,000 principal amount of Senior Notes tendered, subject to the terms and conditions of the Senior Notes Tender Offer, and will not be entitled to the Consent Payment.

Subject to the terms and conditions of the PIK Notes Tender Offer, holders of PIK Notes who validly tendered and did not withdraw their PIK Notes on or prior to the Early Tender Deadline will be entitled to receive $1,012.75 per $1,000 principal amount of PIK Notes tendered, which includes the early tender payment of $30 per $1,000 principal amount of PIK Notes tendered (the "Early Tender Payment"). Holders of PIK Notes who validly tender their PIK Notes after the Early Tender Deadline and on or prior to the Expiration Date will be entitled to receive $982.75 per $1,000 principal amount of PIK Notes tendered, subject to the terms and conditions of the PIK Notes Tender Offer, and will not be entitled to the Early Tender Payment.

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 payment date. Payment for Notes tendered prior to the Early Tender Deadline is expected to be February 16, 2017. Payment for Notes validly tendered after the Early Tender Date and accepted for purchase will be made promptly after the Expiration Date.

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.

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