American Greetings Corp.’s (NYSE: AM) chairman, Morry Weiss, and a newly formed company owned by the Weiss family will take the company private for $878 million.
The purchase price works out to $18.20 per share. If approved by American Greetings’ board of directors, shareholders could also receive a $0.15 dividend. The Cleveland-based company has about $1.7 billion in annual revenue.
The target closing date for the transaction is July 2013. The Weiss family initially proposed to acquire the company on September 25.
American Greetings’ shares closed at $16.10 on March 28, up from $14.85 on Sept. 24.
American Greetings makes greeting cards under the brands American Greetings, Carlton Cards, Gibson, Recycled Paper Greetings and Papyrus. The company also provides gift packaging and boxed cards, as well as e-cards.
The deal would be financed through the contributions of the Weiss family American Greetings shares, cash from a $240 million preferred stock investment committed by Koch AG Investment LLC, a subsidiary of Koch Industries Inc., $600 million in debt financing, plus cash on hand. The debt financing consists of a $400 million term loan and $200 million revolving credit facility.
Bank of America NA, Deutsche Bank AG New York Branch, KeyBank NA, Macquarie Capital USA Inc. and PNC Bank NA are the senior lenders for the deal.
Peter J. Solomon Co. LP is American Greeting’s special committee’s financial adviser, while Sullivan & Cromwell LLP provides the committee with legal advice. Baker & Hostetler LLP is American Greeting’s legal counsel. KeyBanc Capital Markets and Macquarie Capital are the Weiss family’s preferred stock placement agents. KeyBanc is also the Weiss Family’s financial adviser. Jones Day is providing legal counsel to the Weiss family, while Latham & Watkins LLP is handling legal matters for Koch AG Investment.