AMERICAN GREETINGS CORPORATION ANNOUNCES CONSENT SOLICITATION FOR 7.875% SENIOR NOTES DUE 2025

Cleveland, OH, Feb. 20, 2018 -- American Greetings Corporation (“American Greetings” or the “Company”) today announced that it is soliciting consents (the “Consent Solicitation”) from holders of its outstanding 7.875% Senior Notes due 2025 (the “Notes”) to an amendment (the “Proposed Amendment”) to the indenture (the “Indenture”), dated as of February 16, 2017, between American Greetings Corporation and The Huntington National Bank, as trustee (the “Trustee”), pursuant to which the Notes were issued.

The Proposed Amendment relates to the definition of “Permitted Holder” in the Indenture.  The Proposed Amendment would add Clayton, Dubilier & Rice, LLC and certain of its affiliates to the definition of “Permitted Holder.”  As a result, if the amendment is approved by the holders of the Notes, the acquisition (the “Acquisition”) of no less than 60% of the direct or indirect outstanding equity of the Company by Clayton, Dubilier & Rice, LLC or any affiliate thereof (“CD&R”) would not be a “Change of Control” as defined in the Indenture and therefore no “Change of Control Offer” would be required in connection with the Acquisition.

The Company will make a cash payment of $2.50 per $1,000 in aggregate principal amount of Notes held by each holder as of the Record Date (as defined below) who has validly delivered its consent at or prior to the Expiration Time (as defined below) and who has not validly revoked its consent before the earlier of the time that the Requisite Consents (as defined below) have been received and the Expiration Time.  The Company will make this cash payment substantially concurrently with the consummation of the Acquisition. The Company intends to execute a supplemental indenture (the “New Supplemental Indenture”) with the Trustee as soon as practicable after the time that the Requisite Consents have been received; however, the Proposed Amendment will not become operative until the consummation of the Acquisition of the Company by affiliates of CD&R. In order for the New Supplemental Indenture to be executed, the Company must receive valid consents in respect of at least a majority in aggregate principal amount of all outstanding Notes (such consents, the “Requisite Consents”).  The Company expects the Acquisition to be consummated in the first half of 2018 and as early as the end of the first calendar quarter, subject to the satisfaction of customary closing conditions.

The consent solicitation will expire at 5:00 p.m. New York City time, on February 27, 2018 (such date and time, as the same may be extended by the Company from time to time, in its sole discretion, the “Expiration Time”).  Only holders of record of the Notes as of 5:00 p.m., New York City time on February 16, 2018 (the “Record Date”), are eligible to deliver consents to the Proposed Amendment in the Consent Solicitation.

The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated February 20, 2018 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”), and in the accompanying consent form.  The Company may, in its sole discretion, terminate, extend or amend the consent solicitation at any time as described in the Consent Solicitation Statement.

Copies of the Consent Solicitation Statement, the consent form and other related documents may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent, at (212) 269-5550 (banks and brokers), (800) 676-7437 (all others, toll free), or email at [email protected].  Holders of the Notes are urged to review the Consent Solicitation Statement and the consent form for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendment.  Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, Deutsche Bank Securities Inc., at (212) 250-7527 (collect) or (855) 287-1922 (toll free).

About the Company

As a leader in meaningful connections, American Greetings is a creator and manufacturer of innovative social expression products that assist consumers in making the world a more thoughtful and caring place. Founded in 1906, the Company's 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 greetings on the Web, including greeting cards available at Cardstore.com and electronic greeting cards available at AmericanGreetings.com. American Greetings is headquartered in Cleveland, Ohio, and its products can be found in retail outlets worldwide. For more information on the Company, visit www.corporate.americangreetings.com.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain information that includes or is based upon forward-looking statements. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “potential,” and “will,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of the Company, its subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified herein, including, without limitation, that the Acquisition may not be completed on the current terms or at all and that our cost-savings initiatives may not be successful.  The Company does not undertake any obligation to publicly correct or update any forward-looking statement if the Company later becomes aware that such statement is not likely to be achieved.

Attachments:

A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/5dcdaab5-b61e-4db1-88c0-2735703f3a3f

Ethan Spencer, Treasurer
American Greetings
(216) 252-4864
[email protected]