American Greetings Corporation Announces Cash Tender Offers and Consent Solicitations for Any and All of Its 7.375% Senior Notes Due 2016 and Any and All of Its 7.375% Notes Due 2016

CLEVELAND, November 15, 2011 /PRNewswire/ --

American Greetings Corporation (NYSE: AM) ("American Greetings") announced today the commencement of cash tender offers for any and all of its outstanding 7.375% Senior Notes due 2016 (the "2016 Senior Notes") and any and all of its outstanding 7.375% Notes due 2016 (the "2016 Notes" and, collectively with the 2016 Senior Notes, the "Notes" and each of the 2016 Senior Notes and the 2016 Notes a ''Series'' of Notes).

As of November 14, 2011, approximately $222.0 million and $32.7 million aggregate principal amount of 2016 Senior Notes and 2016 Notes, respectively, were outstanding.

In conjunction with the tender offers, American Greetings will be soliciting consents to proposed amendments to the indentures governing the Notes.  The amendments would eliminate substantially all restrictive covenants and certain events of default and shorten the minimum period required to deliver a notice of redemption of the Notes to holders.

Holders that tender their Notes will be required to consent to the proposed amendments, and holders that consent to the proposed amendments will be required to tender their Notes.

The tender offers will expire at Midnight, New York City time, on December 13, 2011, unless extended or earlier terminated by American Greetings (the "Expiration Date"). Notes validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 29, 2011 (the "Early Tender Deadline") will be entitled to the total consideration, per $1,000 principal amount of Notes that are validly tendered, set forth in the table below in the column entitled "Total Consideration," which consists of the Tender Offer Consideration (described below) plus the consent payment set forth in the table below in the column entitled "Consent Payment," subject to the terms and conditions of the tender offers.  Notes validly tendered and not validly withdrawn after the Early Tender Deadline, but on or prior to the Expiration Date, will be entitled to the Tender Offer Consideration, per $1,000 principal amount of Notes that are validly tendered, set forth in the table below in the column entitled "Tender Offer Consideration," subject to the terms and conditions of the tender offers.

   
   
                              Principal
     Title of                  Amount        Total     Consent  Tender Offer
     Security  CUSIP Number Outstanding  Consideration Payment  Consideration
    
       7.375%
       Senior   (026375AL9
     Notes due      and
        2016    026375AN5)  $221,993,000    $1,039.38   $30.00    $1,009.38
    ----------   ---------- ------------    ---------   ------    ---------
       7.375%
     Notes due
        2016   (026375AM7)   $32,686,000    $1,002.50   $30.00      $972.50
     --------- -----------   -----------    ---------   ------      -------
   

American Greetings will pay in respect of any Notes accepted for purchase in the tender offers accrued and unpaid interest up to, but not including, the applicable date of payment for the applicable Series of Notes.  The settlement date for (1) Notes validly tendered and not validly withdrawn before the Early Tender Deadline will be a date promptly after the Early Tender Deadline and the acceptance of such tendered Notes by American Greetings, and (2) Notes validly tendered and not validly withdrawn after the Early Tender Deadline but before the Expiration Date will be a date promptly after the Expiration Date and following the acceptance of such tendered Notes by American Greetings.  American Greetings intends to finance the tender offers and pay related fees and expenses with cash on hand and the net proceeds from the issuance of new long-term debt.  

Each of the tender offers is conditioned upon the completion of the new long-term debt financing and certain other customary conditions, but is not conditioned on the tender of a minimum principal amount of 2016 Senior Notes or 2016 Notes, as applicable.   American Greetings expressly reserves the right in its sole discretion, subject to applicable law, at any time and from time to time, to (1) waive any and all conditions to the tender offers prior to the Expiration Date and accept all Notes previously tendered and not validly withdrawn pursuant to the tender offers, and (2) amend, extend or, subject to certain conditions, terminate either or both of the tender offers.  The exact terms and conditions of the tender offers and consent solicitations are specified in, and qualified in their entirety by, the Offer to Purchase and Consent Solicitation Statement and related materials that are being distributed to holders of the Notes.  

American Greetings has engaged J.P. Morgan Securities LLC to act as dealer manager and solicitation agent for the tender offers and consent solicitations, and Global Bondholder Services Corporation to act as information agent and depositary for the tender offers and consent solicitations. Requests for documents may be directed to Global Bondholder Services Corporation at +1-866-804-2200 (U.S. toll free), or in writing to 65 Broadway, Suite 404, New York, NY 10006, Attention: Corporate Actions.  Questions regarding the tender offers and consent solicitations may be directed to J.P. Morgan Securities LLC at +1-800-245-8812 (U.S. toll free) or +1-212-270-9153.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal. The tender offers and consent solicitations are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of American Greetings, the dealer manager and solicitation agent, the depositary or the information agent is making any recommendation as to whether or not holders should tender their Notes in connection with the tender offers and consent solicitations.

About American Greetings Corporation

For more than 100 years, American Greetings Corporation (NYSE: AM) has been a creator and manufacturer of innovative social expression products that assist consumers in enhancing their relationships to create happiness, laughter and love.  American Greetings' major greeting card lines are American Greetings, Carlton Cards, Gibson, Recycled Paper Greetings and Papyrus, and other paper product offerings include DesignWare party goods and American Greetings and Plus Mark gift-wrap and boxed cards.  American Greetings also has one of the largest collections of electronic greetings on the Web, including cards available through AG Interactive, Inc. (American Greetings' online division).  In addition to its product lines, American Greetings also creates and licenses popular character brands through the American Greetings Properties group.  Headquartered in Cleveland, Ohio, American Greetings generates annual revenue of approximately $1.6 billion, and its products can be found in retail outlets worldwide.  

Forward-Looking Statements

This press release contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward looking statements are only predictions and are not guarantees of future performance.  Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to American Greetings that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements.

Although American Greetings believes that the expectations and assumptions reflected in such forward-looking statements are reasonable based on information currently available to the management of American Greetings, American Greetings cannot guarantee future results or events.  American Greetings expressly disclaims a duty to update any of the forward-looking statements contained herein.