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Valassis announces expiration and final results of tender offer for senior notes

Monday, February 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 its previously announced cash tender offer and consent solicitation (the "Tender Offer") for any and all of its outstanding 8-1/4% Senior Notes due 2015 (the "2015 Notes") expired at 11:59 p.m., New York City time, on February 10, 2011 (the "Expiration Date").

On January 28, 2011 (the "Early Settlement Date"), Valassis announced that it had purchased $199,801,000, or approximately 82.5%, of the aggregate principal amount of its 2015 Notes, representing all of the 2015 Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offer at or prior to 5:00 p.m., New York City time, on January 27, 2011 (the "Consent Payment Deadline").

An additional $6,500,000 aggregate principal amount of the 2015 Notes were validly tendered after the Consent Payment Deadline and on or prior to the Expiration Date pursuant to the Tender Offer, resulting in a total of $206,301,000 aggregate principal amount of 2015 Notes tendered and purchased pursuant to the Tender Offer, or approximately 85.2% of the aggregate principal amount of the 2015 Notes outstanding at the time the Tender Offer was commenced. Valassis accepted for purchase and payment, and made payment for, all of such additional 2015 Notes today.

The remaining $35,923,000 aggregate principal amount of the 2015 Notes that was not tendered and purchased pursuant to the Tender Offer currently remains outstanding and holders thereof are subject to the terms of the indenture under which the 2015 Notes were issued, dated as of March 2, 2007 (as supplemented), as amended by the Third Supplemental Indenture entered into on the Early Settlement Date (as so supplemented and amended, the "Indenture").

On the Early Settlement Date, Valassis issued a notice under the Indenture to redeem any and all of the remaining outstanding 2015 Notes on March 1, 2011 (the "Redemption Date"). The redemption price for the redeemed 2015 Notes will be $1,041.25 per $1,000.00 principal amount of the 2015 Notes, plus accrued and unpaid interest to, but not including, the Redemption Date.

Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as Dealer Manager and Solicitation Agent for the Tender Offer. D. F. King & Co., Inc. acted as the Information Agent and Depositary for the Tender Offer.

 

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