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Valassis commences cash tender offer and consent solicitation for senior notes due 2015

Friday, January 14, 2011

Press release from the issuing company

Livonia, Mich. - Valassis Communications, Inc., one of the nation's leading media and marketing services companies, announced today that it has commenced a cash tender offer to purchase (the "Tender Offer") and consent solicitation (the "Consent Solicitation," and together with the "Tender Offer," the "Offer") for any and all of its outstanding $242,224,000 aggregate principal amount of 8-1/4% Senior Notes due 2015 (the "Notes"). The Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated January 13, 2011 (the "Offer to Purchase") and the related Letter of Transmittal and Consent.

The primary purpose of the Consent Solicitation is to solicit the consents (the "Consents") of holders of the Company's Notes to certain proposed amendments (the "Amendments") to the Indenture, dated as of March 2, 2007, as supplemented (the "Indenture"), governing the Notes to eliminate or modify substantially all of the restrictive covenants and certain events of default in the Indenture.

The Offer will expire at 11:59 p.m., New York time on February 10, 2011, unless Valassis extends or earlier terminates the Offer in its sole discretion (such time and date, as they may be extended, the "Expiration Date"). Under the terms of the Offer, holders of the Notes who validly tender and do not validly withdraw their Notes and provide their Consents prior to 5:00 p.m.New York time on January 27, 2011, such time and date which may be extended (the "Consent Date"), will receive the total consideration of $1,045.00 per $1,000 principal amount of Notes purchased, which is equal to the tender offer consideration of $1,015.00 plus a consent payment of $30.00 (the "Consent Payment"), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes.

Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, shall receive the tender offer consideration equal to $1,015.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders who validly tender their Notes after the Consent Date will not receive the Consent Payment.

The Tender Offer is not conditioned on any minimum amount of Notes tendered, but is conditioned upon the satisfaction or waiver of a number of conditions which are described more fully in the Offer to Purchase, including, without limitation, 1) the receipt by the Company, on or around the Consent Date, of net proceeds from a new debt financing on terms and conditions satisfactory to the Company, and 2) the receipt by the Company of Consents not validly revoked from holders of at least a majority in aggregate principal amount of outstanding Notes to the Amendments.

Any Notes purchased pursuant to the Tender Offer will be cancelled, and those Notes will cease to be outstanding. Assuming that the conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn at or prior to the Consent Date is expected to be on or about January 28, 2011. Payment for the Notes validly tendered and not validly withdrawn at or prior to the Expiration Date will occur promptly after the Expiration Date.

Valassis has retained BofA Merrill Lynch to act as Dealer Manager and Solicitation Agent in connection with the Offer. D.F. King & Co., Inc. has been retained to act as the Depositary and the Information Agent for the Offer.

The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders beginning today. For additional information regarding the terms of the Offer, please contact BofA Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (toll free) or (980) 388-9217 (collect). Requests for copies of the Offer to Purchase or the related Letter of Transmittal, which may be obtained at no charge, may be directed to D.F. King & Co., Inc. at (888) 628-8536 (toll free) or (212) 269-5550 (collect).

 

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