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American Greetings accepts $878M bid

by Lou Whiteman | Published April 2, 2013 at 9:54 AM

American Greetings Corp. agreed Monday, April 1, to go private, accepting an offer from its founding family that values the company at about $878 million.

Terms of the agreement call for an entity owned by the Weiss family, including company chairman Morry Weiss, CEO and director Zev Weiss and chief operating officer and director Jeffrey Weiss, to pay $18.20 per share in cash plus a regular quarterly dividend of 15 cents per share.

Should the deal close in July as targeted, the total consideration would be $878 million including the assumption of the company's notes due in 2021.

The $18.20 per share offer is a premium of 26.9% over the company's price in September 2012, prior to when the Weiss family initially proposed a deal, and a premium of 13% over American Greeting's March 28 close. The Weisses are descendants of Polish immigrant Jacob Sapirstein, who founded the company in 1906. He was succeeded by his son-in-law Morry, the current chairman, and then by Morry's sons Zev and Jeffrey.

The family put American Greetings in play in September, offering $17.18 per share. American Greetings formed a special committee of independent directors soon after, which explored alternatives and negotiated the final price with the Weiss family.

Zev Weiss in a statement called the deal "a win for all concerned," saying "we're pleased that we were able to come to an agreement that properly respects all parties' interests."

The deal is subject to conditions including the receipt of financing and approval by holders of a majority of all outstanding shares not held by the Weiss family or by any director or executive officer in the company. The family said the transaction will be financed via $240 million in cash provided via a nonvoting preferred stock investment commitment by Koch AG Investment LLC, a unit of Koch Industries Inc., and $600 million in committed debt financing.

The debt consists of a $400 million term loan and a $200 million revolving credit facility from a group including Bank of America NA, Deutsche Bank AG New York Branch, KeyBank NA, Macquarie Capital (USA) Inc. and PNC Bank NA.

Peter J. Solomon Co. LP and Sullivan & Cromwell LLP are advising the company's special committee, with Baker & Hostetler LLP acting as legal adviser to American Greetings.

A Willkie Farr & Gallagher LLP team led by Steven Seidman and Laura Delanoy represented Peter J Solomon.

KeyBanc Capital Markets and Macquarie Capital are acting as preferred stock placement agents to the Weiss family. KeyBanc Capital Markets is acting as financial adviser to the Weiss family, and a Jones Day team led by James Dougherty and including partners Lyle Ganske and Bob Profusek is providing legal counsel to the Weiss family.

Latham & Watkins LLP is providing legal counsel to Koch AG Investment.

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American Greetings accepts $878M bid

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