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Valassis announces $260 million debt offering

Monday, January 31, 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 consummated its previously announced private placement offering of $260.0 million aggregate principal amount of 6 5/8% senior notes due 2021 (the "New Notes") and the Early Settlement (as defined below) of its previously announced cash tender offer and consent solicitation (the "Offer") with respect to its outstanding 8 1/4% senior notes due 2015 (the "Old Notes").

The New Notes were issued at a price of 100% of their principal amount and are guaranteed by substantially all of Valassis' domestic restricted subsidiaries. The New Notes and related guarantees were 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 New Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction.

Valassis used $215,522,841.29 of the net proceeds from the sale of the New Notes to fund the payment of consideration pursuant to the offer for all Old Notes tendered for Early Settlement (as defined below). The remaining net proceeds from the sale of the New Notes will be used to fund the purchase price of any additional Old Notes that are validly tendered and not validly withdrawn in accordance with the Offer and to redeem any and all of the Old Notes that remain outstanding following the consummation of the Offer. We may provide such notice of redemption in accordance with the indenture governing the Old Notes (the "Indenture") at any time.

As of 5:00 pm, New York City time, on January 27, 2011 (the "Consent Payment Deadline"), $199,801,000 aggregate principal amount of Old Notes had been validly tendered and not validly withdrawn, which represented approximately 82.5% of the outstanding aggregate principal amount of the Old Notes. On January 28, 2011, Valassis accepted for purchase and payment (the "Early Settlement") all of the Old Notes that were validly tendered and not validly withdrawn at or prior to the Consent Payment Deadline. Payment for the Old Notes pursuant to the Early Settlement was made today (the "Early Settlement Date"). Holders of Old Notes who tendered their Old Notes at or prior to the Consent Payment Deadline received $1,045.00 for each $1,000 principal amount of the Old Notes validly tendered (which included the consent payment of $30.00 per $1,000 principal amount of Old Notes), plus any accrued and unpaid interest up to, but not including, the Early Settlement Date.

Valassis also received sufficient consents to approve the proposed amendments to the Indenture that, among other modifications, eliminate substantially all of the restrictive covenants and certain events of default in the Indenture. The Company and the trustee for the Old Notes have entered into a supplemental indenture implementing these amendments.

The Offer remains open and will expire at 11:59 p.m., New York City time, on February 10, 2011, unless extended (such time and date, as the same may be extended, the "Expiration Time"). Holders who validly tender, and do not validly withdraw, their Old Notes after the Consent Payment Deadline and prior to the Expiration Time will be eligible to receive the tender offer consideration of $1,015.00 per $1,000 principal amount of Old Notes, but will not receive the consent payment of $30.00 per $1,000 principal amount of Old Notes.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction. This press release does not constitute an offer to purchase the Old Notes or a solicitation of consents to amend the Indenture. The Offer was made solely pursuant to the Offer to Purchase and Consent Solicitation Statement, dated January 13, 2011.

 

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