Von Hoffmann, unit extend tender offers for 13½%, 10¼% and 10 3/8% notes

New York, Sept. 10 - Von Hoffmann Holdings Inc. and its Von Hoffmann Corp. subsidiary said they extended their tender offers and related consent solicitations for three series of notes to 5 p.m. ET on Oct. 4, subject to possible further extension, from the previous deadline of 5 p.m. ET on Sept. 24. Accordingly, the pricing date for Von Hoffmann Corp.'s 10¼% senior notes due 2009 was also extended, to 10 a.m. ET on Sept. 20, subject to possible further extension, from 10 a.m. ET on Sept. 10.

The company said that as of 5 p.m. ET on Sept. 9 it had received tenders and consents for about 99.9% of Von Hoffmann Holdings' 13½% subordinated exchange debentures due 2009, up slightly from the 99% participation announced on Sept. 2 when the offer was last previously extended. Von Hoffmann Corp. had received tenders and consents from holders of about 96.9% of its 10¼% notes, down slightly from the 97% announced Sept. 2, and had gotten tenders and consents from holders of around 89% of its 10 3/8% senior subordinated notes due 2007, up from the 87% announced Sept. 2.

The percentage of consents, as previously announced, exceeds the required number of consents needed to amend the notes' indenture. Also as previously announced, the company will pay a consent payment to all holders tendering by the now-extended deadline.

As previously announced, Von Hoffmann - a St. Louis-based manufacturer of educational textbooks, provider of related components for major book publishers and provider of design and printing services - said on Aug. 19 that it had begun a cash tender offer for any and all of its $44,729,375 outstanding principal amount of 13½% notes, and that Von Hoffmann Corp. had similarly begun a cash tender offer for any and all of its $275 million of outstanding 10¼% notes and for any and all $100 million of its 10 3/8% notes. The companies also said they were seeking the consent of holders of each series of notes to proposed indenture changes aimed at eliminating substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the respective indentures governing each series of notes.

The company said that the consent solicitations would all expire at 5 p.m. ET on Sept. 1 and originally said the tender offers would each expire at 5 p.m. ET on Sept. 17; the tender offers were all subsequently extended.

Von Hoffmann said that the tender offers and consent solicitations were being undertaken in connection with the company's previously announced transactions with affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking Partners, which will include the merger of Von Hoffmann Holdings with VHH Merger Inc., a wholly owned subsidiary of Fusion Acquisition LLC, and the contribution of Von Hoffmann Holdings to Jostens Holding Corp.

The company said that noteholders tendering their notes by the consent deadline and thus providing consents to the proposed indenture changes would receive a consent payment of $20 per $1,000 principal amount of notes tendered and accepted for purchase as part of the total consideration for those notes. All tendering holders will also be paid accrued and unpaid interest, if any, up to but not including the payment date. The company originally said holders tendering their notes after the consent deadline would not receive the consent payment as part of their consideration but announced on Sept. 2 that instead, all holders tendering by the expiration date would receive the consent payment.

The company also said at that time that it had received the required consents to the proposed indenture changes, with about 99% of the outstanding principal amount of Von Hoffmann Corp.'s 13½% notes, 97% of Von Hoffmann Corp.'s 10¼% notes and 87% of Von Hoffmann Corp.'s 10 3/8% notes having been tendered, with related consents by the Sept. 1 consent deadline. Having received the consents, it plans to execute supplemental indentures with the proposed changes, along with the respective indenture trustees - HSBC Bank USA for the 13½% and 10 3/8% notes, U.S. Bank NA for the 10¼% notes. However, the amendments will not become operative until the notes are accepted for purchase by the company.

For the Von Hoffmann Holdings 13½% debenture, total consideration would be $1,043 per $1,000 principal amount of notes; for Von Hoffmann Corp.'s 10 3/8% notes, it would be $1,019.79 per $1,000 principal amount. The company said the consideration to be paid for Von Hoffmann Corp.'s 10¼% notes would be determined based on the present value of such notes as of the payment date, calculated in accordance with standard market practice, assuming each $1,000 principal amount of the notes would be paid at a price of $1,076.88 on March 15, 2005, discounted at a rate equal to 75 basis points over the yield on the 1 5/8% U.S. Treasury note due March 31, 2005. The original Sept. 2 pricing date was subsequently extended.

Von Hoffmann Holdings and Von Hoffmann Corp. said they would fund the tender offer and consent payments with a portion of the proceeds from a senior secured term loan and revolver totaling up to $1.3 billion principal amount and a $500 million increasing-rate bridge loan to be secured by Jostens IH Corp., a wholly owned subsidiary of Jostens Holding Corp. (or, in lieu of the bridge loan, the incurrence of other debt by Jostens IH Corp.) in connection with the Kohlberg Kravis/DLJ transactions.

The companies said that completion of the tender offers and consent solicitations are conditioned upon the satisfaction or waiver of the conditions to the closing of the transactions, and the receipt by Von Hoffmann of consents to the proposed amendments from the holders of at least a majority of the total principal amount of outstanding notes, and the execution of a supplemental indenture to each of the indentures governing the notes.

Credit Suisse First Boston LLC is the dealer manager and solicitation agent for the tender offers and the consent solicitations (call 212 538-0652 or 800 820-1653). MacKenzie Partners Inc. is the information agent (800 322-2885) or by email at proxy@mackenziepartners.com.

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