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American Greetings tenders, seeks consents for 7 7/8% notes due 2025
By Susanna Moon
Chicago, March 8 – American Greetings Corp. is tendering for its $400 million of 7 7/8% senior notes due 2025.
The total purchase price will be 101.25% of par, which includes a consent payment of 0.25% for notes tendered by the consent payment deadline of 5 p.m. ET on March 20.
The base price will be 101% of par for notes tendered after the consent date.
Holders also will receive accrued interest up to but excluding the payment date.
American Greetings also is soliciting consents to eliminate substantially all of the restrictive covenants, some events of default and other related provisions, according to a company press release.
The tender offer will end at 12 a.m. ET on April 4.
The offer has a financing condition. The tender also is conditioned upon CD&R AG Holdings, LP acquiring at least 60% of the direct or indirect outstanding equity of the company.
The proposed merger is with affiliates of Clayton, Dubilier & Rice, LLC.
D.F. King & Co., Inc. (212 269-5550, 800 676-7437 or agc@dfking.com) is the information and tender agent. Deutsche Bank Securities Inc., at (212 250-7527 or 855 287-1922) is the solicitation agent.
The issuer said on March 7 that it was extending the consent solicitation for its 7 7/8% senior notes due 2025 until 5 p.m. ET on March 9, extended from 5 p.m. ET on March 6.
The consent solicitation opened on Feb. 20 and was initially set to expire at 5 p.m. ET on Feb. 27.
As previously announced, the company is offering $2.50 per $1,000 principal amount to holders who deliver their consents to amend the note indenture so that the acquisition of no less than 60% of the direct or indirect outstanding equity of the company by Clayton, Dubilier & Rice, LLC or any affiliate would not constitute a change of control and no change-of-control offer would be required in connection with the acquisition.
The company will make the cash payment concurrently with closing of the acquisition.
American Greetings is a Cleveland-based greeting card company.
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