AUSTIN, TX-February 24, 2004 - American Achievement Corporation (the "Company"), one of the leading manufacturers and suppliers of class rings, yearbooks, graduation products, achievement publications and recognition and affinity jewelry in the United States, announced today that it has commenced a cash tender offer and consent solicitation for any and all of its $177,000,000 aggregate principal amount of 11 5/8% Senior Unsecured Notes due 2007 (the "Notes") outstanding. In conjunction with the tender offer, consents are being solicited to effect certain amendments to the indenture governing the Notes.
The offer to purchase will expire at Midnight, New York City time, on March 22, 2004, unless extended or terminated (the "Offer Expiration Date"). The solicitation of consents will expire at 5:00 p.m., New York City time, on March 8, 2004, unless extended or terminated (the "Consent Expiration Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate substantially all of the affirmative and restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in the indenture. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.
If the offer to purchase is consummated, tendering holders who validly tender and deliver consents by the Offer Expiration Date will, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, receive the offer consideration (the "Offer Consideration") of $1,123.92 per $1,000 of the principal amount of the Notes tendered, plus all accrued and unpaid interest to, but not including, the date of payment for such Notes accepted for purchase, which would be promptly following the Offer Expiration Date.
If the requisite number of consents required to amend the indenture is received and the offer to purchase is consummated, the Company will also, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, make a consent payment (the "Consent Payment") of $10.00 per $1,000 principal amount of Notes to all holders of Notes for which consents have been validly delivered and not revoked on or prior to the Consent Expiration Date. Holders who validly tender their Notes after the Consent Expiration Date will receive only the Offer Consideration but not the Consent Payment.
The Company intends to finance the tender offer and consent solicitation with a portion of the proceeds of the consideration from its merger with an affiliate of Fenway Partners Capital Fund II, L.P. The completion of this merger is one of the conditions to the Company's obligations to accept Notes for payment pursuant to the tender offer and consent solicitation. The terms and conditions of the tender offer and consent solicitation, including the Company's obligation to accept the Notes tendered and pay the purchase price and consent payments, are set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated February 24, 2004. The Company may amend, extend or, subject to certain conditions, terminate the tender offer and consent solicitations at any time.
The Company has engaged Deutsche Bank Securities Inc. and Goldman, Sachs & Co. to act as the exclusive Dealer Managers and Solicitation Agents in connection with the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may be directed to Deutsche Bank Securities Inc., High Yield Capital Markets, Attention: Alice Jane Poor, at (800) 553-2826 and Goldman, Sachs & Co., Credit Liability Management Group, at (800) 828-3182. Requests for documentation may be directed to MacKenzie Partners, Inc., the information agent for the tender offer and consent solicitation, at (800) 322-2885 (toll free).
In addition, if the merger is consummated, the Company intends to redeem the 11% Senior Subordinated Notes due 2007 of the Company's subsidiary Commemorative Brands, Inc. Nothing in this press release shall be deemed to constitute an offer or a notice of offer of redemption of such notes.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement, dated February 24, 2004.
This press release contains forward-looking statements which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, permits, weather, competition and business conditions in the jewelry industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.
Additional information concerning potential factors that could affect the Company's financial condition, results of operations and expansion projects, is included in the filings of the company with the Securities and Exchange Commission, including but not limited to, its 10-K for the fiscal year ended August 30, 2003, 10-Q for the fiscal quarter ended November 29, 2003 and 8-K filed January 28, 2004.