American Achievement extends tender offer for notes, calls remainder

By Susanna Moon

Chicago, Nov. 1 - American Achievement Group Holding Corp., AAC Group Holding Corp. and American Achievement Corp. said they will redeem any notes that remain outstanding after the settlement on Nov. 1 of notes received by the early deadline in their tender offer.

The redemption price will be 103.188 for American Achievement Group Holding's 12¾% senior PIK notes due October 2012 and par for AAC Group Holding's 10¼% senior discount notes due October 2012 and American Achievement Corp.'s 8¼% senior subordinated notes due April 2012.

Holders also will receive accrued interest up to but not including the redemption date of Dec. 1.

As of 5 p.m. ET on Nov. 1, there is outstanding $12,290,312 principal amount of 12¾% notes, $28,144,000 of 10¼% notes and $22,351,000 of 8¼% notes.

The companies received tenders for a total of $275.68 million of their notes by the early tender deadline of 5 p.m. ET on Oct. 29, or $44,674,479 of the 12¾% PIK notes, $103,356,000 of the 10¼% notes and $127,649,000 of the 8¼% notes.

The offer will now continue until 11:59 p.m. ET on Dec. 2, extended from 11:59 p.m. ET on Nov. 15.

As announced on Oct. 18, the companies are conducting a cash tender offer for the $56,964,791 of outstanding 12¾% notes, $131.5 million of outstanding 10¼% notes and $150 million of outstanding 8¼% notes.

They are also soliciting consents to amend the indentures for the AAC Group Holding notes and the American Achievement Corp. notes to remove substantially all the affirmative and restrictive covenants, some repurchase rights and some events of default and related provisions.

The payment on offer is $1,031.88 per $1,000.00 principal amount of the 12¾% notes, $1,003.75 per $1,000.00 principal amount of the 10¼% notes and $1,002.50 per $1,000.00 principal amount of the 8¼% notes.

All the tender prices include an early tender and consent payment of $20.00 per $1,000.00 principal amount. Holders who tender after the early deadline will not receive the $20.00 payment.

Holders of the 10¼% notes and 8¼% notes who tender will be deemed to have delivered consents to the indenture amendments.

American Achievement will also pay accrued interest up to but excluding the settlement date.

To amend the indentures, the companies need consents from holders of a majority of the notes.

Funding for the tender and to repay the company's senior secured credit facility was expected from the proceeds of a debt financing and the issuance of new common or preferred stock and/or warrants to purchase common stock.

Goldman, Sachs & Co. is dealer manager (800 828-3182). The depositary and information agent is Global Bondholder Services Corp. (866 389-1500, banks and brokerages call 212 430-3774).

American Achievement is an Austin, Texas, provider of products such as class rings, yearbooks, graduation products and affinity jewelry.

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