American Achievement ups payment in tender offer for 12¾% PIK notes

By Angela McDaniels

Tacoma, Wash., July 20 - American Achievement Group Holding Corp. said it extended the tender offer for its 12¾% senior pay-in-kind notes due Oct. 1, 2012 to 11:59 p.m. ET on July 31 from July 17, added a cap and a minimum tender condition to the offer and increased the payment on offer.

When the tender offer began on June 4, the company was offering to purchase any and all of the $110,090,828 principal amount of notes for $230.11 each.

Now the company will purchase up to $85 million principal amount, or approximately 77%, of the notes for $350.00 each.

No additional amount will be paid for accrued interest from April 1.

If the principal amount of notes tendered exceeds the cap, the tendered notes will be accepted on a pro rata basis.

The offer is conditioned on the receipt of at least $70 million principal amount of notes. If this condition is not met, the company will accept for purchase only notes that were tendered by July 17, and holders will receive the original payment of $230.11 per $1,000 principal amount.

As of 11:59 p.m. ET on July 17, investors had tendered $37,335,720 principal amount, or 34%, of the notes, compared with $36,672,118 principal amount, or 33.31%, of the notes as of July 2.

In addition, the original payment amount included an early tender premium of $20.00 for each note tendered by the early tender deadline. The early premium and early deadline have been eliminated.

The company said it intends to fund the offer with a combination of one or more of cash borrowed by subsidiary American Achievement Corp. under its revolving line of credit, proceeds of the sale of new preferred stock by newly formed subsidiary American Achievement Intermediate Holding Corp. and cash on hand.

Goldman, Sachs & Co. (800 828-3182 or call collect 212 357-4692) is the dealer manager. The information agent is Global Bondholder Services Corp. (866 873-6300 or call collect 212 430-3774).

American Achievement is a scholastic products company based in Austin, Texas.

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