American Achievement cancels tender offer for 12¾%, 10¼%, 8¼% notes

By Angela McDaniels

Tacoma, Wash., July 7 - American Achievement Group Holding Corp. canceled its tender offer for three series of notes after failing to meet the financing condition, according to a company news release.

The company had planned to fund the offer with cash on hand and the proceeds of at least $400 million of debt financing by subsidiary American Achievement Corp., which was to include one or more series of notes and/or credit facilities.

The tender offer began May 10 and was scheduled to end at 11:59 p.m. ET on July 6 after being extended from June 22.

As of 5 p.m. ET on June 18, investors had tendered the following:

• $28,789,815 principal amount, or 54.77%, of American Achievement Group's $52,562,667 of 12¾% senior pay-in-kind notes due Oct. 1, 2012;

• $130.97 million principal amount, or 99.6%, of AAC Group Holding Corp.'s $131.5 million of 10¼% senior discount notes due October 2012; and

• $144,755,000 principal amount, or 96.5%, of American Achievement's $150 million of 8¼% senior subordinated notes due April 2012.

For each $1,000 principal amount, the company was offering $1,063.75 for the 12¾% notes, $1,028.13 for the 10¼% notes and $1,001.25 for the 8¼% notes, each including a $50.00 early tender premium.

The company amended the offer on June 21 so that all holders who tendered would receive the early tender premium. Prior to the change, only holders who tendered by the early tender date - June 22, previously extended from May 24 - would have received the premium.

Holders would have also received accrued interest.

Goldman, Sachs & Co. (800 828-3182) was the dealer manager. The information agent was Global Bondholder Services Corp. (866 470-4300 or call collect 212 430-3774).

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

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