September 20, 2007 -- BALTIMORE-- Vertis Communications and American Color Graphics today jointly announced that they have entered into an agreement with certain holders of the 10 percent Senior Second Secured Notes due 2010 (the "ACG Notes") of American Color Graphics, Inc. ("ACG") and of the 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") of Vertis, Inc. (“Vertis”). Pursuant to the agreement, certain holders of the ACG Notes and the Vertis Notes have agreed to participate in exchange offers for the ACG Notes and the Vertis Notes. The exchange offers would extend the maturities of the ACG Notes and the Vertis Notes and convert the ACG Notes into a new series of senior subordinated indebtedness of Vertis. A summary of proposed terms for the exchange offers is attached hereto.
By tendering their existing notes, holders will also be consenting to certain amendments to the indentures governing the existing ACG Notes and the existing Vertis Notes to eliminate substantially all of the covenants (including, in the case of the ACG Notes, the requirement that ACG offer to redeem the ACG Notes upon the occurrence of a change of control) and events of default that may be removed by majority consent of the holders consistent with the applicable indentures and the requirements of the Trust Indenture Act of 1939, as amended. In addition, the holders of the ACG Notes and the 9.75 percent Senior Secured Second Lien Notes will be asked to consent to the release of all collateral from the liens securing such notes. The exchange offers will also provide for a second lien to the holders of notes exchanged for the 9.75 percent Senior Secured Second Lien Notes due 2009, a third lien to holders of the notes exchanged for the 10.875 percent Senior Notes due 2009 and a fourth lien to the holders of the notes exchanged for the ACG Notes and the 13.5 percent Senior Subordinated Notes due 2009. Rights to receive principal and interest on the existing notes not tendered will not be impaired.
The exchange offers will be subject to certain conditions, including, without limitation, the consummation of the acquisition by Vertis of ACG Holdings, Inc., the parent company of ACG. A definitive merger agreement between Vertis and ACG has not yet been executed and Vertis and ACG can provide no assurance that it will be or, if a merger agreement is executed and the transaction closes, that the combined company will be able to realize the anticipated benefits of the merger.
The exchange offers will only be made, and copies of the offering documents will only be made available to, holders that have certified certain matters to Vertis, including their status as a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933. The securities to be issued in the exchange offers have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The exchange offers are being made only pursuant to an offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.