Von Hoffman, unit get consents for 13½%, 10¼% and 10 3/8% notes, extend offer

New York, Sept. 2 -Von Hoffmann Holdings Inc. and its Von Hoffman Corp. unit said they received the required number of consents to proposed indenture changes from the holders of three series of notes as part of their tender offers and consent solicitations for those notes - Von Hoffman Holdings' 13½% subordinated exchange debentures due 2009 and Von Hoffman Corp.'s 10¼% senior notes due 2009 and 10 3/8% senior subordinated notes due 2007.

The companies also extended the expiration of the tender offers, rescheduled the pricing date for the Von Hoffman Corp. 10¼% notes, and said that all tendering holders would receive the total consideration to be paid for the notes.

Von Hoffman Holdings said that as of the consent deadline, which expired as scheduled at 5 p.m. ET on Sept. 1, it had received tenders and consents for about 99% of the outstanding principal amount of its 13½% notes. Von Hoffman Corp. had received tenders and consents for 97% of its 10¼% notes and 87% of the 10 3/8% notes.

Having received the required consents, the companies plan to execute supplemental indentures incorporating the proposed changes, along with the respective indenture trustees for the notes - HSBC Bank USA for the 13½% and 10 3/8% notes, U.S. Bank NA for the 10¼% notes. However, the amendments will not become operative until the notes are accepted for purchase by the company.

Von Hoffman Holdings and Von Hoffman Corp. further said that they were extending the expiration of their respective offers to 5 p.m. ET on Sept. 24, subject to possible further extension, from the original deadline at 5 p.m. ET on Sept. 17 and said they will also pay the consent payment, as part of the total consideration for the notes, to all noteholders tendering their notes by that extended deadline. Consideration for the Von Hoffman Corp. 10¼% notes, which was originally to have been set at 10 a.m. ET on Sept. 2, will now be set at 10 a.m. ET on Sept. 10, subject to possible further extension.

As previously announced, Von Hoffman - a St. Louis-based manufacturer of educational textbooks, provider of related components for major book publishers and provider of design and printing services - said on Aug. 19 that it had begun a cash tender offer for any and all of its $44,729,375 outstanding principal amount of 13½% notes, and that Von Hoffman Corp. had similarly begun a cash tender offer for any and all of its $275 million of outstanding 10¼% notes and for any and all $100 million of its 10 3/8% notes. The companies also said they were seeking the consent of holders of each series of notes to proposed indenture changes to eliminate substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the indentures governing each series of notes.

The company said the consent solicitations would all expire at 5 p.m. ET on Sept. 1 and originally said the tender offers would each expire at 5 p.m. ET on Sept. 17; the tender offers were all subsequently extended.

Von Hoffman said that the tender offers and consent solicitations were being undertaken in connection with the company's previously announced transactions with affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking Partners, which will include the merger of Von Hoffmann Holdings with VHH Merger Inc., a wholly owned subsidiary of Fusion Acquisition LLC, and the contribution of Von Hoffmann Holdings to Jostens Holding Corp.

The company said noteholders who tender their notes by the consent deadline and thus provide consents to the proposed indenture changes would receive a consent payment of $20 per $1,000 principal amount of notes tendered and accepted for purchase as part of the total consideration for those notes. The companies originally said that noteholders tendering after the consent deadline would receive a tender offer consideration (i.e., total consideration minus the consent payment), but subsequently dropped that provision. All tendering holders will also receive accrued and unpaid interest, if any, from the last interest payment up to but not including the payment date.

For the Von Hoffman Holdings 13½% debenture, total consideration would be $1,043 per $1,000 principal amount of notes; for Von Hoffman Corp.'s 10 3/8% notes, it would be $1,019.79 per $1,000 principal amount. The company said the consideration to be paid for Von Hoffman Corp.'s 10¼% notes would be determined based on the present value of such notes on 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 $1,076.88 on March 15, 2005, discounted at a rate equal to 75 basis points over the yield on the 1 5/8% U.S. Treasury note due March 31, 2005. The original Sept. 2 pricing date was later extended.

Von Hoffmann Holdings and Von Hoffmann Corp. said they would 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.

The companies said completion of the tender offers and consent solicitations would be subject to several conditions, including the satisfaction or waiver of the conditions to the closing of the transactions, and the receipt by Von Hoffman of consents to the proposed amendments from the holders of at least a majority of the total principal amount of outstanding notes, and the execution of a supplemental indenture to each of the indentures governing the notes.

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

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