Vertis Communications Announces Launch of Solicitation of Votes for Prepackaged Reorganization Plan
2008-06-11 23:49:33 -
www.vertisinc.com - Sitrick and Company Brenda Adrian 212-573-6100 or Vertis Communications Grace Platon 800-365-8957 Vertis Communications ("Vertis") announced today that it commenced a solicitation of votes for its prepackaged plan of reorganization (the "Plan") from its creditors, including holders of Vertis' 9.75 percent Senior Secured Second Lien Notes due 2009, 10.875 percent Senior Notes due 2009 and 13.5 percent Senior Subordinated Notes due 2009 (collectively, the "Vertis Notes").
"We have made great progress with our plan to merge with American Color Graphics and our restructuring initiatives are on track. These actions will make Vertis a much stronger marketing partner for our valued clients, a superior business partner for our suppliers and an even better place to work for our employees," said Mike DuBose, chairman and CEO of Vertis. "As always, we remain completely focused on providing our customers with quality products and on-time delivery, as well as maintaining our relationships with our suppliers and vendor partners."
DuBose also stated that throughout the solicitation process, trade creditors, suppliers and employees will continue to receive amounts owed to them in the ordinary course of business. In addition, the Plan provides that the allowed claims of trade creditors, suppliers and employees will be paid in full.
On May 22, 2008, as updated on May 30, 2008, Vertis announced it had support of its noteholders to merge with American Color Graphics ("ACG") and complete its comprehensive restructuring plans. Since then, Vertis has received additional support. At this time, Vertis has agreements with an aggregate of approximately 79 percent of the outstanding principal amount of its 9.75 percent Senior Secured Second Lien Notes due 2009, 84 percent of the outstanding principal amount of its 10.875 percent Senior Notes due 2009, and 79 percent of the outstanding principal amount of its 13.5 percent Senior Subordinated Notes due 2009, along with the holders of an aggregate of approximately 74 percent of the outstanding principal amount of the 10 percent Secured Second Lien Notes due 2010 of ACG (the "ACG Notes"), to vote to accept the Plan, subject to certain conditions. Under the Plan, holders of Vertis Notes and ACG Notes will be exchanging their notes for an aggregate of $550 million in new notes and substantially all of the new equity in the combined company.
The transaction is also supported by Vertis' principal stockholders and the holders of over 95 percent of the outstanding principal amount of Vertis Holdings Mezzanine Notes. The consensual financial restructurings will reduce the combined company's debt obligations (including the off-balance sheet accounts receivable facility and approximately $248 million of Vertis Holdings Mezzanine Notes) by approximately $1 billion before transaction fees and expenses. Vertis and ACG intend to commence prepackaged Chapter 11 cases at the conclusion of the solicitation period to implement the restructuring. The restructuring transactions, including the merger, are expected to close this summer.
Votes on the Plan must be received by Financial Balloting Group LLC ("FBG"), the company's voting agent, before the applicable deadline. Solicitation materials are being provided to creditors of record. Noteholders seeking additional information about the balloting process may contact FBG at 646.282.1800.
This press release is for informational purposes only and is not a solicitation to accept or reject the proposed prepackaged plan of reorganization referred to herein or an offer to sell or a solicitation of an offer to buy any securities of the company. Any solicitation or offer to sell will be made pursuant to and in accordance with the solicitation and disclosure statement distributed to holders of the Vertis Notes and other creditors and applicable law.
About American Color Graphics
American Color Graphics ("ACG") is one of North America's largest and most experienced full-service premedia and print companies, with eight print locations across the continent, a TMC facility, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. Expert in a full range of products such as retail, newspapers, direct mail, catalog, publication, packaging, book, comic, and commercial products, ACG has been an innovative industry leader for over 80 years. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. For more information, visit www.americancolor.com.
About Vertis Communications
Vertis Communications is a premier provider of print advertising and direct marketing solutions to America's leading retail and consumer services companies. Vertis delivers marketing programs that create strategic value for clients by using proprietary customer research, database targeting technologies, premedia and media services, combined with its world-class printing expertise. Headquartered in Baltimore with over 100 locations in the U.S., Vertis Communications has been recognized as one of Fortune magazine's "Most Admired Companies" in advertising and marketing. For more information, visit www.vertisinc.com.
This press release may contain forward-looking statements. The words "believes, "anticipates, "expects, "estimates, "plans, "intends," and similar expressions are intended to identify forward-looking statements. All forward-looking statements 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 fluctuations in the cost of raw materials we use, changes in the advertising, marketing and information services markets, the financial condition of our customers, actions by our competitors, changes in the legal or regulatory environment, general economic and business conditions in the U.S. and other countries, and changes in interest and foreign currency exchange rates.
Completion of the merger is subject to the satisfaction of customary closing conditions and the receipt of necessary approvals. The merger is subject to the restructuring and recapitalization the parties' outstanding indebtedness pursuant to the consummation of the Chapter 11 plans referred to above. Certain additional factors could affect the outcome of the matters described in this press release. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against the company and others following announcement of the merger agreement; (3) the failure to satisfy other conditions to completion of the merger; (4) the failure of the company to obtain the financing necessary to consummate the merger and the failure to consummate the refinancing of certain outstanding indebtedness of the company and ACG; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger, including any synergies that may result from the merger; and (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the company's ability to control or predict.
Consequently, you should consider any such forward-looking statements only as our current plans, estimates, and beliefs. Even if those plans, estimates, or beliefs change because of future events or circumstances, we decline any obligation to publicly update or revise any such forward-looking statements.
Holders of Substantial Percentages of the Vertis Notes Have
Already Agreed to the Terms of the Plan
