Vertis Holdings Announces Cancellation of
Exchange Offer and Consent Solicitation
February 08, 2010 04:33 PM Eastern Time
BALTIMORE--(EON: Enhanced Online News)--Vertis Holdings, Inc. ("Holdings") announced today the
cancellation of its principal operating subsidiary Vertis, Inc.'s ("Vertis") previously announced offer to exchange (the
"Exchange Offer") approximately $226.6 million aggregate principal amount of its outstanding 131/2 percent Senior
Pay-In-Kind Notes (the "Notes") for shares of Holdings' common stock (the "Common Stock") and the related
consent solicitation (the "Consent Solicitation" and together with the Exchange Offer, the "Exchange Offer and
Consent Solicitation") for certain amendments to the indenture governing the Notes. Consummation of the Exchange
Offer and Consent Solicitation was conditioned upon, among other things, holders of at least 97 percent of the
aggregate outstanding principal amount of Notes (the "Minimum Condition") having validly tendered their Notes at or
prior to 5 p.m., New York City time, on Feb. 5, 2010 (the "Expiration Time"). At the Expiration Time, holders had
not tendered a sufficient amount of Notes to satisfy the Minimum Condition. Vertis has concluded that, based on the
receipt of tenders from holders representing less than the Minimum Condition, it is not advantageous to continue and
consummate the Exchange Offer and Consent Solicitation at this time.
As a result of the cancellation of the Exchange Offer and Consent Solicitation, no Notes will be accepted for
exchange (and the related consents will therefore be revoked) and Vertis will not issue any Common Stock or pay
the consent payment with respect to any Notes. All Notes tendered pursuant to the Exchange Offer will be promptly
returned to their holders.
Vertis continues to evaluate various transactions to simplify and restructure its capital structure with the goal of
reducing leverage and interest expense. These efforts may include one or more additional exchange offers, tender
offers, privately negotiated transactions, consent solicitations, additional issuances of equity or other refinancing
transactions involving the Notes or Vertis' other outstanding indebtedness.
Eligible holders of the Notes may contact the Information and Exchange Agent, Bondholder Communications Group,
LLC at (212) 809-2663 with any questions regarding the cancellation of the Exchange Offer and Consent
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer
to sell any securities.
Vertis is a premier marketing communications company providing a vast array of print, direct marketing and
technology-related services to many Fortune 1000 companies in the United States. Vertis provides its customers
with print media solutions, including targeted advertising circulars, newspaper products and creative consulting
services to meet their specific needs. Vertis also provides customers with a full array of products and services, such
as direct mail programs to reach consumers on an individual basis, data analysis to help identify target audiences and
program design services and direct mail production with varying levels of personalization. In addition, Vertis has a
broad range of premedia and media services which support the design and development of its customers' advertising
vision. Vertis' expertise in the design, production and distribution of effective advertising messages enables its clients
to reach targeted customers with relevant messages.
This press release contains forward-looking statements. Words such as "believes," "anticipates," "expects,"
"estimates," "plans," "intends" and similar expressions are intended to identify forward-looking statements. All
forward-looking statements reflect current views about future events and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from projected results. Factors that may cause these
differences include, but are not limited to, management's current beliefs and assumptions with respect to Vertis'
financial condition and liquidity and its leverage and debt service obligations, downgrades in its credit ratings,
changes in the advertising, marketing and information services markets, the demand for its products and services,
actions by its competitors, the level of capital resources required for its operations, general economic and business
conditions, changes in interest rates, the financial condition of its customers, its ability to realize expected cost-
savings from operational efficiency initiatives, its ability to execute business strategies, the effects of supplier price
fluctuations on its operations, including fluctuations in the price of raw materials, changes in the legal and regulatory
environment and other beliefs and assumptions relating to Vertis' business, liabilities and other factors.
Consequently, you should not rely on any forward-looking statements and should consider any such forward-looking
statements only as Holdings' or Vertis' current plans, estimates and beliefs as of the date of this press release. Even if
these plans, estimates or beliefs change because of future events or circumstances, Holdings and Vertis decline any
obligation to publicly update or revise any such forward-looking statements.
Vertis Holdings, Inc.
Grace Platon, 800-365-8957