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Published on 10/5/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Visant completes offers for 10¼%, 8¾%, 7 5/8% notes; Oct. 21 call set

By Jennifer Chiou

New York, Oct. 5 - Visant Holding Corp. and Visant Corp. announced the close of their tender offers for the $247.2 million of 10¼% senior discount notes due 2013 and $350 million of 8¾% senior notes due 2013 of Holdings and the $500 million of 7 5/8% senior subordinated notes due 2012 of Visant Corp.

Unchanged from 5 p.m. ET on Sept. 20, the consent date, holders tendered $241.48 million, or 97.69%, of the 10¼% notes; $349,775,000, or 99.94%, of the 8¾% notes; and $434.66 million, or 86.93%, of the 7 5/8% notes. The early settlement date was Sept. 22.

Visant previously said it closed the private placement offering of $750 million principal amount of 10% senior notes due 2017 and entered into new senior secured credit facilities, consisting of a $1.25 billion term loan facility and a new $175 million revolving credit facility.

Some of the proceeds were used to fund the tender offers, which began on Sept. 7 and closed at midnight ET on Oct. 4.

The companies reiterated that remaining notes will be redeemed on Oct. 21.

Visant will redeem the $5.7 million of 10¼% notes at 103.417, the $65.3 million of 7 5/8% notes at par and the $200,000 of 8¾% notes at 104.375. Holders will also receive accrued interest up to but excluding the redemption date.

The company announced on Sept. 21 that it received the necessary consents to amend the three series of notes.

For each $1,000 principal amount, the companies offered $1,035.41 for the 10¼% notes and $1,037.34 for the 8¾% notes, both payouts including a $20.00 consent payment for those who tendered by the early deadline, and $1,002.50 for the 7 5/8% notes, including a $2.50 consent payment for those who tendered early. Holders also received accrued interest.

The companies were tendering for any and all of the securities. They solicited consents to amend each of the note indentures to, among other things, eliminate substantially all of the restrictive covenants, some events of default and other related provisions.

The notes offering and tender offers were part of Visant's comprehensive refinancing plan.

Goldman, Sachs & Co. (800 828-3182 or call collect 212 902-5128) and Credit Suisse Securities (USA) LLC (800 820-1653 or call collect 212 538-2147) were the dealer managers and solicitation agents. The information agent was Global Bondholder Services Corp. (212 430-3774 or 866 952-2200).

Questions about the redemption may be addressed to Bank of New York Mellon Trust Co., NA, (attn: corporate trust administration at 312 827-8547). U.S. Bank NA (800 934-6802) was the trustee and paying agent.

Visant is an Armonk, N.Y.-based marketing and publishing services enterprise.


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