Filed pursuant to Rule 433 under the Securities Act of 1933
Registration No. 333-177986
November 16, 2011
American Greetings Corporation
Pricing Term Sheet
$225,000,000 7.375% Senior Notes due 2021
| Issuer: |
American Greetings Corporation | |
| Distribution: |
SEC Registered | |
| Size: |
$225,000,000 | |
| Gross Proceeds: |
$225,000,000 | |
| Net Proceeds (before expenses): |
$221,625,000 | |
| Maturity: |
December 1, 2021 | |
| Coupon: |
7.375% | |
| Price: |
100.000% of principal amount | |
| Yield to maturity: |
7.375% | |
| Spread to Benchmark Treasury: |
+533 basis points | |
| Benchmark Treasury: |
UST 2% due November 15, 2021 | |
| Interest Payment Dates: |
December 1 and June 1, commencing June 1, 2012. Interest will accrue from November 30, 2011. | |
| Redemption Provisions: |
||
| Make-whole call: |
Prior to December 1, 2016, at a discount rate of Treasury plus 50 basis points | |
| Optional Redemption: |
On or after December 1, 2016, at the following redemption prices: Commencing December 1, 2016: 103.688% Commencing December 1, 2017: 102.458% Commencing December 1, 2018: 101.229% Commencing December 1, 2019: 100% | |
| Redemption of 10% per 12 months: |
No longer applicable | |
| Redemption with proceeds of equity offering: |
Prior to December 1, 2014, up to 35% may be redeemed at 107.375% | |
| Trade Date: |
November 16, 2011 | |
| Settlement: |
T+9; November 30, 2011 | |
| CUSIP: |
026375 AP0 | |
| ISIN: |
US026375AP03 | |
| Ratings (Moody’s/S&P): |
Ba2/BB+ | |
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Joint Lead Manager: |
KeyBanc Capital Markets Inc. | |
| Co-Managers: |
PNC Capital Markets LLC Scotia Capital (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request them by calling J.P. Morgan Securities LLC toll-free at 1-800-245-8812 or BofA Merrill Lynch toll-free at 1-800-294-1322.