Jostens tenders for 12¾% notes

New York, Aug. 20 - Jostens Inc. (B3/B-) said it has begun a cash tender offer for any and all of the $203.985 million outstanding principal amount of its 12¾% senior subordinated notes due 2010 and is also soliciting noteholder consents to eliminate substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the indenture governing the notes.

It set a consent deadline of 5 p.m. ET on Sept. 1 and said the tender offer would expire at 5 p.m. ET on Sept. 17, with both deadlines subject to possible extension.

Jostens, a Minneapolis-based provider of school-related affinity products such as yearbooks, class rings, diplomas and graduation caps and gowns, as well as school photography products and services in Canada, is undertaking the tender offer and consent solicitation in connection with the previously announced transactions with affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking Partners, including the recapitalization of Jostens Holding Corp., the parent of Jostens Inc.

Noteholders who tender their notes by the consent deadline will receive a consent payment of $20 per $1,000 principal amount of notes tendered and accepted for purchase as part of the total consideration to be paid for the notes, which will be determined at 10 a.m. ET on Sept. 2. The total consideration will be based on the present value of the notes as of the payment date, calculated in accordance with standard market practice, assuming each $1,000 principal amount of the notes would be paid at a price of $1,063.75 on May 1, 2005, discounted at a rate equal to 75 basis points over the yield on the 6½% U.S. Treasury note due May 15, 2005. Holders who tender their notes after the consent deadline will not receive the consent payment as part of their consideration. All tendering holders will also be paid accrued and unpaid interest, if any, up to, but not including, the payment date.

Jostens intends to fund the tender offer and consent payments with a portion of the proceeds from senior secured term loan and revolving credit facilities totaling up to $1.3 billion principal amount and a $500 million increasing-rate bridge loan to be secured by Jostens IH Corp., a wholly owned subsidiary of Jostens Holding Corp. (or, in lieu of the bridge loan, the incurrence of other debt by Jostens IH Corp.) in connection with the Kohlberg Kravis/DLJ Transactions.

Completion of the tender offer will be subject to certain conditions, including satisfaction or waiver of the conditions to the closing of the transactions, and the company's receipt of consents to the proposed amendments from the holders of at least a majority of the outstanding notes, and the execution of a supplemental indenture to the indenture governing the notes.

Credit Suisse First Boston LLC (call 212 538-0652 or in the U.S., 800 820-1653) is the dealer manager and solicitation agent for the tender offer and the consent solicitation. MacKenzie Partners Inc. is the information agent (800 322-2885) or by email at proxy@mackenziepartners.com.

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