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Vertis Holdings Announces Extension of Expiration Dates of Exchange Offers

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Vertis Holdings Announces Extension of Expiration Dates of Exchange Offers Powered By Docstoc
					Vertis Holdings Announces Extension of
Expiration Dates of Exchange Offers
Holders Will Receive Early Consent Consideration until New Expiration Dates

May 07, 2010 01:32 PM Eastern Daylight Time  

BALTIMORE--(EON: Enhanced Online News)--Vertis Holdings, Inc. (“Holdings”) announced today the extension
of the expiration dates in connection with its principal operating subsidiary Vertis, Inc.'s ("Vertis") previously
commenced (i) private exchange offer, tender offer and consent solicitation relating to its 13½ percent Senior Pay-
in-Kind Notes due 2014 (the "Senior Notes"), and (ii) private exchange offer and consent solicitation relating to its
18½ percent Senior Secured Second Lien Notes due 2012 (the "Existing Second Lien Notes" and, together with the
Senior Notes, the "Notes") (collectively, the "Offers") from 5:00 p.m., New York City time, on May 18, 2010, to
midnight, New York City time, on May 20, 2010 (the "New Expiration Time").

As of 5:00 p.m., New York City time, on May 6, 2010, approximately $204.8 million aggregate principal amount
(or approximately 85 percent) of the Senior Notes were validly tendered in the Senior Notes Offer (as defined
below) and the related consents thereby delivered, and not validly withdrawn. Of the total Senior Notes validly
tendered in the Senior Notes Offer, approximately $177.0 million aggregate principal amount were tendered for
Holdings' common stock (the "Common Stock") and approximately $27.8 million aggregate principal amount were
tendered for cash, representing approximately 73 percent and 12 percent, respectively, of the outstanding principal
amount of the Senior Notes. In addition, as of 5:00 p.m., New York City time, on May 6, 2010, approximately
$357.0 million aggregate principal amount (or approximately 94 percent) of the Existing Second Lien Notes (not
including Existing Second Lien Notes held by Avenue Capital) were validly tendered in the Second Lien Notes
Exchange Offer (as defined below) and the related consents thereby delivered, and not validly withdrawn.

Holdings also announced that Vertis will pay the same consideration to holders of the Notes who validly tender their
Notes in the applicable Offers at or prior to the New Expiration Time that was offered to holders of Notes who
validly tendered, and did not validly withdraw, their Notes in the applicable Offers at or prior to 5:00 p.m., New
York City time, on April 28, 2010, in order to provide prospective participants in the Offers additional time to
consider tendering their Notes and receive such consideration.

Pursuant to the terms of the Offers, Notes already tendered, and not validly withdrawn may no longer be withdrawn
and the related consents may no longer be revoked.

As previously announced, the Offers represent elements of a comprehensive $1.1 billion refinancing (the "Refinancing
Transactions") 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.

The Senior Notes Offer

Upon consummation of the private exchange offer for the Senior Notes (the "Senior Notes Exchange Offer"),
Holdings will issue 784.377 shares of its common stock (the "Common Stock") and Vertis will pay a consent fee of
$5.00 for each $1,000 principal amount of Senior Notes validly tendered, and not validly withdrawn, by Eligible
Senior Noteholders (as defined below) at or prior to the New Expiration Time. 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 (the "Securities Act") 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 ("Eligible Senior
Noteholders").

Upon consummation of the tender offer for the Senior Notes (the "Tender Offer" and, together with the Senior
Notes Exchange Offer, the "Senior Notes Offer"), Vertis will pay to Eligible Senior Noteholders and all remaining
holders of Senior Notes that are not eligible to participate in the Senior Notes Exchange Offer ("Non-Eligible Senior
Noteholders"), $400.00 for each $1,000 principal amount of Senior Notes validly tendered at or prior to the New
Expiration Time. 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.

The Second Lien Notes Exchange Offer

Upon consummation of Vertis' 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 will issue $393.73 principal amount of New Secured Notes and pay $591.27 of cash for each $1,000
principal amount of Existing Second Lien Notes validly tendered, and not validly withdrawn, by Eligible Second Lien
Holders (as defined below) at or prior to the New Expiration Time. 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 ("Eligible Second Lien
Noteholders").

Eligible Second Lien Noteholders validly tendering Existing Second Lien Notes at or prior to the New Expiration
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.

Vertis may elect to further 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, as supplemented,
an "Offering Memorandum") and the related letters of transmittal (each a "Letter of Transmittal"), each dated April
15, 2010.

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.

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 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. 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 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.
Neither the Common Stock nor the New Secured Notes have been registered under the Securities Act 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. We have no obligation
or intention to register the Common Stock or the New Secured Notes for resale under the Securities Act or the
securities laws of any other jurisdiction or offer to exchange the New Secured Notes for registered notes under the
Securities Act or the securities laws of any other jurisdiction. The Offers are subject to the terms and conditions set
forth in the applicable Offering Memorandum and Letter of Transmittal.

Each Offering Memorandum 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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Description: BALTIMORE--(EON: Enhanced Online News)--Vertis Holdings, Inc. (“Holdings”) announced today the extension of the expiration dates in connection with its principal operating subsidiary Vertis, Inc.'s ("Vertis") previously commenced (i) private exchange offer, tender offer and consent solicitation relating to its 13½ percent Senior Pay-in-Kind Notes due 2014 (the "Senior Notes"), and (ii) private exchange offer and consent solicitation relating to its 18½ percent Senior Secured Second Lien Notes du a style='font-size: 10px;
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