Vertis Holdings Commences Comprehensive Refinancing Plan by EON

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BALTIMORE--(EON: Enhanced Online News)--Vertis Holdings, Inc. ("Holdings") announced today that its principal operating subsidiary, Vertis, Inc. ("Vertis"), has commenced (i) a private exchange offer, a tender offer and a consent solicitation relating to its outstanding 131/2 percent Senior Pay-in-Kind Notes due 2014 (the "Senior Notes"), and (ii) a private exchange offer and a consent solicitation relating to its 181/2 percent Senior Secured Second Lien Notes due 2012 (the "Existing Second Lien a style='font-size: 10px; color: mar

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									Vertis Holdings Commences Comprehensive
Refinancing Plan
Improved Capital Structure Expected to Reduce Overall Debt by More Than $250 Million, Extend Debt
Maturities and Decrease Interest Expense

April 16, 2010 08:03 AM Eastern Daylight Time  

BALTIMORE--(EON: Enhanced Online News)--Vertis Holdings, Inc. ("Holdings") announced today that its
principal operating subsidiary, Vertis, Inc. ("Vertis"), has commenced (i) a private exchange offer, a tender offer and
a consent solicitation relating to its outstanding 131/2 percent Senior Pay-in-Kind Notes due 2014 (the "Senior
Notes"), and (ii) a private exchange offer and a consent solicitation relating to its 181/2 percent Senior Secured
Second Lien Notes due 2012 (the "Existing Second Lien Notes" and, together with the Senior Notes, the "Notes")
held by eligible holders (collectively, the "Offers").

The Offers represent elements of a comprehensive $1.1 billion refinancing of substantially all of Vertis' outstanding
secured and unsecured indebtedness. Upon completion of the planned transactions, Vertis will have significantly
reduced its outstanding indebtedness and related interest expense and extended its debt maturity profile. In addition
to the Offers, the refinancing (collectively, the "Refinancing Transactions") is expected to include:

    l   the refinancing of Vertis' existing $225 million revolving credit facility with the proceeds of a new senior
        secured asset-based revolving credit facility of up to $200 million;
    l   the incurrence of approximately $600 million of new first lien indebtedness, the proceeds of which will be used
        to refinance Vertis' existing term loan and to fund the cash consideration for the Second Lien Notes Exchange
        Offer;
    l   the issuance to Avenue Capital of approximately $113 million of new 13/15 percent PIK-Option Senior
        Secured Notes due 2016 in a private exchange for amounts owed to Avenue Capital under Vertis' existing
        term loan; and
    l   the exchange of approximately $74 million aggregate principal amount of Existing Second Lien Notes held by
        Avenue Capital for shares of 131/2 percent exchangeable pay-in-kind preferred stock of Holdings.

The purpose of the Refinancing Transactions is to improve Vertis' capital structure by reducing its overall debt by
more than $250 million, reducing its annual interest expense and extending its debt maturity profile. Vertis believes
consummation of the Refinancing Transactions will better position Vertis to mitigate future refinancing risks and
provide it with greater flexibility in making decisions to accomplish its business objectives and investing in its future.
In addition, Vertis believes consummation of the Refinancing Transactions will provide customers, employees,
suppliers and stakeholders with more confidence in Vertis as a result of an improved capital structure. 

Prior to the date hereof, certain eligible holders of the Notes executed support agreements whereby they agreed to
validly tender approximately 70 percent of the Senior Notes and more than 75 percent of the Existing Second Lien
Notes (excluding Existing Second Lien Notes held by Avenue Capital) in the applicable Offer at or prior to the
applicable Consent Time (as defined below).

The Senior Notes Offer

Vertis has commenced a private offer to exchange (the "Senior Notes Exchange Offer") its outstanding Senior Notes
for shares of Holdings' common stock (the "Common Stock"). Vertis is offering to exchange 784.377 shares of
Common Stock for each $1,000 principal amount of Senior Notes validly tendered, and not validly withdrawn. The
Senior Notes Exchange Offer is open only (i) in the United States to holders who are "qualified institutional buyers"
or "accredited investors" as such terms are defined under the Securities Act of 1933 and (ii) outside the United
States to holders who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act of
1933 ("Eligible Senior Noteholders").

In addition to the Senior Notes Exchange Offer, Vertis is also offering to purchase (the "Tender Offer" and, together
with the Senior Notes Exchange Offer, the "Senior Notes Offer") Senior Notes from (i) Eligible Senior Noteholders
and (ii) all remaining holders of Senior Notes that are not eligible to participate in the Senior Notes Exchange Offer
("Non-Eligible Senior Noteholders") for (i) $400.00 for each $1,000 principal amount of Senior Notes validly
tendered by holders at or prior to 5 p.m., New York City time, on April 28, 2010 (such time, as it may be
extended, the "Consent Time"), and (ii) $350.00 for each $1,000 principal amount of Senior Notes validly tendered
by holders after the Consent Time, but at or prior to the Expiration Time (as defined below). The cash consideration
payable by Vertis pursuant to the Tender Offer will be funded by the sale of shares of Common Stock to Avenue
Capital in a private placement.

Concurrently with the Senior Notes Offer, Vertis is soliciting consents from holders to certain amendments to the
indenture governing the Senior Notes to remove substantially all of the restrictive covenants and certain events of
default in the indenture. Approval of these amendments requires the consent of holders of at least a majority of the
aggregate outstanding principal amount of Senior Notes. Eligible Senior Noteholders that validly tender for equity,
and do not validly withdraw, their Senior Notes at or prior to the Consent Time, will be paid a consent fee of $5.00
per $1,000 principal amount of Senior Notes. Holders who validly tender their Senior Notes for exchange and/or
purchase will be deemed to have delivered a consent with respect to such tendered Senior Notes. Senior Notes may
not be withdrawn after the Consent Time. The consent payment with respect to the Tender Offer is included in the
cash consideration described above and will only be paid with respect to Senior Notes validly tendered in the
Tender Offer, and not validly withdrawn, at or prior to the Consent Time.

The Second Lien Notes Exchange Offer

Vertis has also commenced a private offer to exchange (the "Second Lien Notes Exchange Offer") its outstanding
Existing Second Lien Notes for new 13 percent Senior Secured Notes due 2016 (the "New Secured Notes").
Vertis is offering to exchange $393.73 principal amount of New Secured Notes and $591.27 of cash for each
$1,000 principal amount of Existing Second Lien Notes validly tendered, and not validly withdrawn at or prior to the
Consent Time. Eligible holders who have validly tendered, and not withdrawn, Existing Second Lien Notes after the
Consent Time, but at or prior to the Expiration Time will receive $393.73 principal amount of New Secured Notes
and $561.27 of cash for each $1,000 principal amount of Existing Second Lien Notes validly tendered. The Second
Lien Notes Exchange Offer is open only (i) in the United States to holders who are "qualified institutional buyers" or
institutional "accredited investors" as such terms are defined under the Securities Act of 1933 and (ii) outside the
United States to holders who are persons other than U.S. persons in reliance upon Regulation S under the Securities
Act of 1933 ("Eligible Second Lien Noteholders").

Eligible Second Lien Noteholders validly tendering Existing Second Lien Notes at or prior to the Consent Time will
also receive additional New Secured Notes in an amount equal to 98.5 percent of the accrued and unpaid interest
due to such holders from April 1, 2010 until, but not including, the settlement date for the Second Lien Notes
Exchange Offer. Eligible Second Lien Noteholders validly tendering Existing Second Lien Notes after the Consent
Time will receive additional New Secured Notes in an amount equal to 95.5 percent of the accrued and unpaid
interest due to such holders from April 1, 2010 until, but not including, the settlement date for the Second Lien Notes
Exchange Offer. Assuming the settlement date for the Second Lien Notes Exchange Offer occurs on May 21, 2010,
(i) for each $1,000 principal amount of Existing Second Lien Notes validly tendered at or prior to the Consent Time
and not validly withdrawn, the interest would be approximately $25.31 principal amount of New Secured Notes and
(ii) for each $1,000 principal amount of Existing Second Lien Notes validly tendered after the Consent Time, the
interest would be approximately $24.54 principal amount of New Secured Notes.

Concurrently with the Second Lien Notes Exchange Offer, Vertis is soliciting consents from Eligible Second Lien
Noteholders to certain amendments to the indenture governing the Existing Second Lien Notes to (i) eliminate
substantially all of the restrictive covenants and certain events of default and related provisions contained in the
indenture and (ii) provide for the release of all of the liens on the collateral securing the Existing Second Lien Notes
and the related guarantees, including by amending the indenture and by terminating or amending, as applicable, the
related security documents. Approval of these amendments requires the consent of holders of at least 75 percent of
the aggregate principal amount of Existing Second Lien Notes (not including Existing Second Lien Notes held by
Avenue Capital or any of Vertis' other affiliates).
Timetable

The Offers will expire at 5:00 p.m., New York City time, on May 18, 2010, unless extended by Vertis (the
"Expiration Time"). Vertis may elect to extend one or both of the Offers. The Offers are subject to the terms and
conditions set forth in the applicable confidential offering memorandum and consent solicitation statement (each an
"Offering Memorandum") and the related letter of transmittal (the "Letter of Transmittal"), each dated April 15,
2010. Only Eligible Senior Noteholders, Non-Eligible Senior Noteholders and Eligible Second Lien Noteholders
who have qualified with the Information and Exchange Agent, Bondholder Communications Group, LLC,
electronically or otherwise, confirming their status, as applicable, may participate in the Offers. In order to qualify as
an Eligible Second Lien Noteholder and receive a copy of the applicable Offering Memorandum and Letter of
Transmittal, please visit the eligibility website, www.bondcom.com/vertis2ndLien or contact the Information and
Exchange Agent at (212) 809-2663. Noteholders wishing to participate in the Senior Notes Exchange Offer and
qualify as an Eligible Senior Noteholder, as applicable, should visit the eligibility website
www.bondcom.com/vertisPIK or contact the Information and Exchange Agent at (212) 809-2663.

Prior to the date hereof, certain eligible holders of the Senior Notes, executed support agreements whereby they
agreed to validly tender approximately 70 percent aggregate outstanding principal amount of Senior Notes at or
prior to the Consent Time. In addition, prior to the date hereof, certain eligible holders of the Existing Second Lien
Notes, executed support agreements whereby they agreed to validly tender more than 75 percent aggregate
outstanding principal amount of Existing Second Lien Notes at or prior to the Consent Time.

Consummation of the Refinancing Transactions, including the Offers, is subject to the satisfaction or waiver by Vertis
of numerous conditions set forth in the applicable Offering Memorandum and Letter of Transmittal, and we cannot
assure you that they will be consummated on the terms described herein, on the timetable described herein or at all.
In the case of the Senior Notes Offer, such conditions include, among other things, (i) noteholders of at least 95
percent of the aggregate outstanding principal amount of Senior Notes tendering their Senior Notes at or prior to the
Expiration Time, (ii) Eligible Senior Noteholders not affiliated with Avenue Capital representing at least 15 percent of
the aggregate outstanding principal amount of Senior Notes validly tendering their Senior Notes in the Senior Notes
Exchange Offer for shares of Common Stock at or prior to the Expiration Time, (iii) the amendment of Holdings'
certificate of incorporation and certain other agreements such that the issuance of Common Stock will not conflict
with certain limitations in Holdings' certificate of incorporation or certain agreements to which Holdings is a party, (iv)
the adoption and effectiveness of certain amendments to Holdings' certificate of incorporation to increase the
authorized Common Stock, and (v) consummation of the other Refinancing Transactions. In the case of the Second
Lien Notes Exchange Offer, such conditions include, among other things, (i) Eligible Second Lien Noteholders
tendering at least 95 percent of the aggregate outstanding principal amount of Existing Second Lien Notes (not
including Existing Second Lien Notes held by Avenue Capital or any of Vertis' other affiliates) at or prior to the
Expiration Time, (ii) the adoption and effectiveness of certain amendments to Holdings' certificate of incorporation to
eliminate certain provisions relating to governance rights in favor of the Existing Second Lien Notes, and (iii)
consummation of the other Refinancing Transactions. Vertis may waive any of these or any other conditions in its
sole discretion.

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. The Senior Notes Exchange Offer and the related consent solicitation is open only (i) in the
United States to holders who are "qualified institutional buyers" or "accredited investors" as such terms are defined
under the Securities Act of 1933 and (ii) outside the United States to holders who are persons other than U.S.
persons in reliance upon Regulation S under the Securities Act of 1933. The Second Lien Notes Exchange Offer
and the related consent solicitation is open only (i) in the United States to holders who are "qualified institutional
buyers" or institutional "accredited investors" as such terms are defined under the Securities Act of 1933 and (ii)
outside the United States to holders who are persons other than U.S. persons in reliance upon Regulation S under
the Securities Act of 1933. Neither the Common Stock nor the New Secured Notes have been registered under the
Securities Act of 1933 or under any state securities laws, and both the Common Stock and the New Secured Notes
cannot be offered or sold in the United States absent registration or an applicable exemption from registration
requirements. As a result, the Common Stock and the New Secured Notes are subject to significant restrictions on
transfer and resale as more fully described in the applicable Offering Memorandum and the related Letter of
Transmittal. The Offers are subject to the terms and conditions set forth in the applicable Offering Memorandum and
Letter of Transmittal.

Each Offering Memorandum and Letter of Transmittal contains certain information about Holdings and Vertis that
has not previously been publicly disclosed. Investors who would like to review this information should visit the
following website http://OfferingMemo.VertisHoldings.com.

About Vertis

Vertis is a results-driven marketing communications company that delivers inventive advertising, direct marketing and
interactive solutions to prominent brands across North America. Our deep industry knowledge and extensive range
of offerings—including integrated data solutions, digital program management systems, creative services, world-class
print and mail production, logistics, out-of-home and business process outsourcing—are used to deliver superior
program performance that drives bottom line results for our clients. With 80 strategically positioned locations and
5,565 dedicated professionals, we deliver impeccable quality and fast turn-around to any market.

Forward Looking Statements

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.

Contacts
Vertis Holdings, Inc.
Grace Platon, 800-365-8957

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