American Achievement extends consent deadline for 11 5/8% notes

New York, March 9 - American Achievement Corp. (B1/B+) said that it has extended the consent deadline of its previously announced tender offer and consent solicitation for its outstanding 11 5/8% senior notes due 2007 to 5 p.m. ET on March 11, subject to possible further extension, from 5 p.m. ET on March 8 originally.

The company said that as of the close of business on March 8, holders of $170.175 million principal amount of the notes had tendered them and delivered related consents.

Apart from extension of the consent deadline, all other original terms of the tender offer and consent solicitation remain in effect. The offer is still scheduled to expire on March 22.

As previously announced, American Achievement, an Austin, Texas-based manufacturer and supplier of class rings, yearbooks, graduation products, achievement publications and recognition and affinity jewelry, said on Feb. 25 that it had begun a cash tender offer for any and all of its $177 million principal amount of outstanding 11 5/8% notes and was also soliciting noteholder consents to proposed changes in the notes' indenture that would eliminate substantially all of the affirmative and restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in the indenture.

The company initially set a consent deadline of 5 p.m. ET on March 8, which as noted was subsequently extended, and said that the tender offer would expire at midnight ET on March 22, subject to possible extension.

American Achievement said that it would pay all tendering holders tender offer consideration of $1,123.92 per $1,000 of the principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the payment date for the notes, which would be promptly following the offer's expiration.

The company said that assuming the necessary consents were received and the offer to purchase the notes completed, it would additionally pay holders tendering their notes by the consent deadline (and thus, delivering consents to the proposed indenture amendment) a consent payment of $10 per $1,000 principal amount of notes tendered for a total of $1,133.92 per $1,000 principal amount, plus interest. Holders tendering their notes after the consent deadline but before the offer expiration would receive the tender offer consideration amount but not the consent payment.

Holders may not tender their notes without also delivering consents or deliver consents without also tendering their notes.

American Achievement said it planned to finance the tender offer and consent solicitation with a portion of the proceeds of the consideration from its planned merger with an affiliate of Fenway Partners Capital Fund II LP. Completion of this merger would be one of the conditions to the company's obligations to accept notes for payment under the tender offer.

In addition, if the merger were consummated, American Achievement said it intends to redeem the 11% senior subordinated notes due 2007 of its subsidiary Commemorative Brands Inc. (Caa1/B), although it has not formally begun that redemption process yet.

Deutsche Bank Securities Inc. (contact Alice Jane Poor at the High Yield Capital Markets department at 800 553-2826) and Goldman, Sachs & Co. (call the Credit Liability Management Group at 800 828-3182) are the dealer-managers and solicitation agents for the tender offer and consent solicitation. MacKenzie Partners Inc. is the information agent (call 800 322-2885).

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