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Valassis announces proposed private offering of $260 million senior notes

Friday, January 14, 2011

Press release from the issuing company

Livonia, Mich. - Valassis Communications, Inc. (the "Company"), one of the nation's leading media and marketing services companies,announced today that it intends to commence a private offering (the "Offering") to eligible purchasers, subject to market and other conditions, of $260 million aggregate principal amount of senior notes (the "Notes"). It is expected that the Notes will be guaranteed by substantially all of the Company's existing and future domestic restricted subsidiaries on a senior unsecured basis.

The Company intends to use the net proceeds from the Offering to finance its announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding $242,224,000 aggregate principal amount of 8 1/4% Senior Notes due 2015 (the "2015 Notes") and solicitation of consents to certain proposed amendments to the Indenture, dated March 2, 2007, as supplemented, governing the Notes (the "Consent Solicitation"). The Company also intends to use the net proceeds from the Offering to finance the redemption of any and all of the 2015 Notes that remain outstanding following the consummation of the Tender Offer. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.


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