Spencer Spirit Holdings, Inc. and Affiliates Announce Extension of the Tender Offer for the Outstanding Senior Secured Notes due 2017 And Termination of the Tender Offer for the Outstanding PIK Toggle Notes due 2018

NEW YORK, July 8, 2014 /PRNewswire/ -- Spencer Spirit Holdings, Inc., Spencer Gifts LLC and Spirit Halloween Superstores LLC (collectively, the "2017 Notes Issuers") announced today the extension of their tender offer (the "2017 Notes Tender Offer") for their outstanding $175 million aggregate principal amount of 11.00% Senior Secured Notes due 2017 (the "2017 Notes"). As of the date of this extension, the holders of $175 million aggregate principal amount of the outstanding 2017 Notes (representing 100% of the outstanding 2017 Notes) had tendered their 2017 Notes. In addition, pursuant to the terms of the 2017 Notes Tender Offer, the holders of the 2017 Notes have unanimously consented to the proposed amendments to the indentures governing the 2017 Notes, as described in the Offer to Purchase and Consent Solicitation Statement dated June 10, 2014 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). The 2017 Notes Tender Offer was previously set to expire at 12:01 a.m., New York City time, on July 9, 2014, unless extended or earlier terminated by the 2017 Notes Issuers.

The 2017 Notes Issuers are extending the deadline of the 2017 Notes Tender Offer. As amended, the 2017 Notes Tender Offer will expire at 12:01 a.m., New York City time, on July 16, 2014, unless terminated or further extended (the "New 2017 Notes Expiration Date"). Previously tendered Notes may not be withdrawn.

The terms and conditions of the 2017 Notes Tender Offer are described in the Offer to Purchase and the related Consent and Letter of Transmittal (as it may be amended or supplemented from time to time), which were previously distributed to holders of the 2017 Notes.

SSH Holdings, Inc. (the "2018 Notes Issuer" and, together with the 2017 Notes Issuers, the "Companies," "we" or "us") also announced today the termination of the tender offer (the "2018 Notes Tender Offer") relating to its outstanding $165 million aggregate principal amount of 9%/9 ¾% Senior PIK Toggle Notes due 2018 (the "2018 Notes" and, together with the 2017 Notes, the "Notes") because the conditions to the tender were not satisfied. Pursuant to the terms of the 2018 Notes Tender Offer, as a result of the termination of the 2018 Notes Tender Offer, all 2018 Notes tendered pursuant to such offer will be returned promptly to the tendering holders thereof. In addition, as a result of the termination of the 2018 Notes Tender Offer, the proposed amendments to the indenture governing the 2018 Notes that would delete or modify certain covenants and provisions in such indenture, as more fully described in the Offer to Purchase, will not be implemented and the indenture governing the 2018 Notes will not be amended.

Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are acting as dealer managers and solicitation agents for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, Liability Management Group, at (866) 309-6316 (toll free) or (704) 410-4760 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D.F. King & Co., Inc., telephone number (800) 714-3312 (toll free) and (212) 269-5550 (for banks and brokers) or by e-mail at [email protected].

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. This press release also is not a solicitation of consents to the proposed amendments to the indentures. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and the related Consent and Letter of Transmittal, that the Companies have distributed to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Spencer Spirit Holdings

Spencer Spirit Holdings is a leading specialty retailer offering unique merchandise in fun and engaging store environments through two principal concepts, Spencer's and Spirit. Founded in 1947, Spencer's is a specialty lifestyle retailer of unique products tailored to reflect popular themes and trends for young adults. As of February 1, 2014, the Company operated 646 Spencer stores in 49 states and Canada. Founded in 1983, Spirit is a seasonal Halloween retailer that operated 1,052 temporary stores in 50 states and Canada in 2013.   

FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent our expectation or belief concerning future events. Without limiting the foregoing, these statements are often identified by the words "anticipate", "continue", "estimate", "expect", "may", "might", "will", "project", "should", "believe", "intend", "continue", "could", "plan", "predict" or similar expressions. In addition, expressions of our strategies, intentions or plans are also forward-looking statements. Such statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Some of the key factors that could cause actual results to differ from our expectations include: the seasonal fluctuations in our net sales and operating income; our ability to react appropriately to changes in pop culture, fashion trends and customer preferences; competition in the retail accessory, apparel and novelty industries and seasonal Halloween market; technology risks associated with our e-commerce sales or management information systems; our ability to successfully open and operate seasonal retail businesses, including Spirit Halloween; the popularity of malls and volume of mall traffic; our reliance on certain vendors; our ability to establish and maintain good relationships with shopping mall or strip mall operators; our reliance on independent consignees to operate certain Spirit Halloween stores; risks relating to securing favorable leases; risk of failing to make lease payments; our ability to maintain and enhance our brand; our ability to successfully grow our comparable store sales; our reliance on one primary distribution facility and a network of third-party warehouses; risks associated with the safety of our products, product safety regulations or the adult-oriented nature of some of our products; risks associated with the flow of merchandise from international manufacturers and the quality of such merchandise; risks associated with the costs incurred in the manufacture, transport and sale of our merchandise; our ability to protect our intellectual property rights; risk of infringing intellectual property rights of third parties; the loss of key employees and our ability to hire necessary and significant personnel; health care and labor costs; general economic conditions; the outcome of litigation; the risk of war, acts of terrorism and natural disasters; our ownership structure and the interests of our controlling stockholders; the incurrence of impairment charges; increases in the cost of borrowings or unavailability of additional debt or equity capital, or both; volatile conditions in the capital, credit and commodities markets and in the overall economy;  our ability to integrate acquisitions successfully; our access to financing; and other factors beyond our control. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. The forward-looking statements included in this news release are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

SOURCE Spencer Spirit Holdings, Inc.