American Achievement begins consent solicitations for 8¼% notes, 10¼% discount notes

By Angela McDaniels

Tacoma, Wash., June 9 - American Achievement Corp. began soliciting consents to amend the indenture for its 8¼% senior subordinated notes due 2012, according to a company news release.

In addition, American Achievement said its immediate parent company, AAC Group Holding Corp., has begun a consent solicitation for its 10¼% senior discount notes due 2012.

Both consent solicitations will expire at 5 p.m. ET on July 8.

Noteholders who consent by 5 p.m. ET on June 20 will receive a consent fee of $5 per note.

The consent solicitations are being held in connection with a May 15 agreement under which Herff Jones Inc. will acquire all the equity securities of American Achievement Group Holding Corp., which is the parent company of AAC Group.

The proposed indenture amendments would remove substantially all of the restrictive and reporting covenants and remove some events of default and related provisions, including the covenant that would otherwise require the companies to hold tender offers for the notes after the acquisition is completed.

The amendments would also require the companies to redeem all the outstanding notes for which consents have been delivered. The redemption would occur after the acquisition, and noteholders would receive 101% of par plus accrued interest.

Each consent solicitation is conditioned on the receipt of consents from holders of at least a majority of the notes. They are not, however, conditioned on each other.

If approved, the amendments would be made only if the acquisition closes by July 8.

American Achievement is an Austin, Texas-based provider of products used to mark special occasions, such as yearbooks and class rings.

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