Visant wraps early settlement for 10¼%, 8¾%, 7 5/8% notes; redemption for remainder set for Oct. 21

By Susanna Moon

Chicago, Sept. 22 - Visant Holding Corp. and Visant Corp. completed the payment for consents and tenders received by the consent date in the tender offers for the $247.2 million of 10¼% senior discount notes due 2013 and $350 million of 8¾% senior notes due 2013 of Holdings and the $500 million of 7 5/8% senior subordinated notes due 2012 of Visant Corp.

Visant also said it closed the private placement offering of $750 million principal amount of 10% senior notes due 2017 and entered into new senior secured credit facilities consisting of a $1.25 billion term loan facility and a new $175 million revolving credit facility.

Some of the proceeds are being used to fund the tender offers, which began on Sept. 7 and will end at midnight ET on Oct. 4.

The companies also will redeem any notes that remain outstanding on Oct. 21.

Visant will redeem the 10¼% notes at 103.417, the 7 5/8% notes at par and the 8¾% notes at 104.375. Holders will also receive accrued interest up to but excluding the redemption date.

The outstanding principal amount as of noon ET Sept. 22 is about $5.7 million for the 10¼% notes, $65.3 million for the 7 5/8% notes and $200,000 for the 8¾% notes.

Visant announced on Sept. 21 that it received the necessary consents to amend the three series of notes. The early settlement date was Sept. 22.

As of 5 p.m. ET on Sept. 20, the consent date, holders had tendered $241.48 million, or 97.69%, of the 10¼% notes; $349,775,000, or 99.94%, of the 8¾% notes; and $434.66 million, or 86.93%, of the 7 5/8% notes.

For each $1,000 principal amount, the companies are offering $1,035.41 for the 10¼% notes and $1,037.34 for the 8¾% notes, both payouts including a $20.00 consent payment for those who tendered by the early deadline, and $1,002.50 for the 7 5/8% notes, including a $2.50 consent payment for those who tendered early.

Holders will also receive accrued interest.

The companies are tendering for any and all of the securities. They solicited consents to amend each of the note indentures to, among other things, eliminate substantially all of the restrictive covenants, some events of default and other related provisions.

The notes offering and tender offers are part of Visant's comprehensive refinancing plan, which is expected to meet completion by the end of the month and also includes the refinancing of the company's existing senior secured facilities.

Goldman, Sachs & Co. (800 828-3182 or call collect 212 902-5128) and Credit Suisse Securities (USA) LLC (800 820-1653 or call collect 212 538-2147) are the dealer managers and solicitation agents. The information agent is Global Bondholder Services Corp. (212 430-3774 or 866 952-2200).

Questions about the redemption may be addressed to Bank of New York Mellon Trust Co., NA, (attn: corporate trust administration at 312 827-8547). U.S. Bank NA (800 934-6802) is the trustee and paying agent.

Visant is an Armonk, N.Y.-based marketing and publishing services enterprise.

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