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CST: 14/11/2019 23:05:15   

AMERICAN GREETINGS CORPORATION ANNOUNCES RECEIPT OF REQUISITE CONSENTS WITH RESPECT TO TENDER OFFER AND CONSENT SOLICITATION FOR 7.875% SENIOR NOTES DUE 2025

253 Days ago

Cleveland, Ohio, March 06, 2019 (GLOBE NEWSWIRE) -- American Greetings Corporation (“American Greetings” or the “Company”) today announced that as of 5:00 p.m., New York City Time, on March 5, 2019, it had received consents from holders of at least a majority of the outstanding aggregate principal amount (the “Requisite Consents”) of its outstanding 7.875% Senior Notes due 2025 (the “Notes”) pursuant to its previously announced tender offer (the “Tender Offer”) to purchase for cash any and all of the Notes and the related solicitation of consents (“Consents”) to the adoption of certain proposed amendments to the indenture governing the Notes. The purpose of the solicitation of Consents was to, among other things, amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants, certain events of default and other related provisions (the “Proposed Amendments”). The pricing terms for the Tender Offer are set forth in the table below. Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of February 20, 2019 (the “Offer to Purchase and Consent Solicitation Statement”).



CUSIP Nos. Outstanding
Principal
Amount
Issuer Title of Security Purchase
Price (1)(2)
Consent
Payment
(1)(2)
Total
Consideration (1)
026375 AQ8

U02642 AB9
$17,530,000 American Greetings
Corporation
7.875% Senior Notes
due 2025
87.75% of the
principal
amount
0.25% of the
principal
amount
88% of the
principal amount

(1)     Per $1,000 principal amount of Notes and excluding accrued interest, which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to, but not including, the applicable Payment Date (as defined below).

(2)     Included in Total Consideration.

Based on the receipt of the Requisite Consents in connection with the Tender Offer and related solicitation of Consents, the Company has entered into a supplemental indenture with the trustee for the indenture governing the Notes reflecting the Proposed Amendments.  As further described in the Offer to Purchase and Consent Solicitation Statement, the time and date on which the supplemental indenture is executed is referred to as the “Effective Time” for the Tender Offer.  Because of the occurrence of the Effective Time, the Withdrawal Deadline with respect to the Tender Offer has now occurred, and any Notes validly tendered and not validly withdrawn prior to the Effective Time, and any Notes that may be validly tendered thereafter, may not be withdrawn.  

The Tender Offer will expire at 12:00 a.m., New York City time, on March 19, 2019 (which is the end of the day on March 19, 2019), unless extended (such time and date, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender their Notes at or prior to the Expiration Time to be eligible to receive the Purchase Price as set forth in the table above. 

This announcement is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. The Tender Offer is only being made pursuant to the terms and conditions of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal. 

Certain information about the Company has been provided to holders of the Notes on the reporting website for the Notes. 

Copies of the Offer to Purchase and Consent Solicitation Statement, the Letter of Transmittal and Consent and other related documents may be obtained from The Huntington National Bank, the Information Agent and Tender Agent, at (614) 331-8698, or email at corporatebondops@huntington.com. Holders of the Notes are urged to review the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal for the detailed terms of the Tender Offer and the procedures for tendering Notes. Any persons with questions regarding the Tender Offer should contact the Information Agent and Tender Agent at the contact information listed above.

About the Company

As the leader in meaningful connections, American Greetings is committed to making the world a more thoughtful and caring place. Founded in 1906, the creator and manufacturer of innovative social expression products offers paper cards, digital greetings, gift wrap, party goods and more to help consumers honor the people and moments in life that really matter. The Company's major greeting card brands are American Greetings, Papyrus, Recycled Paper Greetings and Carlton Cards. AmericanGreetings.com lets consumers shop and buy paper cards, ecards, printables, party supplies and gift wrap—along with providing useful content that educates and inspires visitors to connect more meaningfully. The 113 year-old Company is headquartered in Cleveland, Ohio, and its products can be found in retail outlets worldwide. For more information, please visit www.americangreetings.com/corporate. 

Cautionary Note Regarding Forward-Looking Statements

This press release may contain information that includes or is based upon forward-looking statements. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “potential,” and “will,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results. 

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of the Company, its subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified herein, including, without limitation, that the Tender Offer may not be completed on the current terms or at all, that our cost-savings initiatives may not be successful, that the Company will not be able to spread risk as broadly as anticipated, that the Company will not be able to generate cash flow and earnings as anticipated and that the Company may not continue its track record of success. The Company does not undertake any obligation to publicly correct or update any forward-looking statement if the Company later becomes aware that such statement is not likely to be achieved.

Ethan Spencer, Treasurer
American Greetings
(216) 252-4864
investor.relations@amgreetings.com

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