Quebecor Receives Consents From Almost all Holders of Senior Subordinated Notes
Press release from the issuing company
GREENWICH, Conn.-July 25, 2001--QUEBECOR
Extends Consent Solicitation to Obtain
Quebecor World (USA) Inc., formerly known as World Color Press, Inc. (the "Company''), announced that at 5:00 p.m., New York City time on Tuesday, July 24, 2001 it had received valid and unrevoked consents from holders of approximately 94% in aggregate principal amount of the Company's 8-3/8% Senior Subordinated Notes due 2008 and approximately 99% in aggregate principal amount of the Company's 7-3/4% Senior Subordinated Notes due 2009 pursuant to a consent solicitation, which was launched on July 10, 2001, with respect to certain amendments (the "Amendments'') to the indentures (the "Indentures'') governing the Company's 8-3/8% Senior Subordinated Notes Due 2008 and 7-3/4% Senior Subordinated Notes Due 2009, respectively (collectively, the "Notes''). In accordance with the terms of the consent solicitation, the Irrevocability Date is Tuesday, July 24, 2001, and all valid and unrevoked consents received by the Company on or prior to Tuesday, July 24, 2001 are irrevocable.
The Company also announced today that it has extended the expiration date for this consent solicitation to 12:00 noon, New York City time, on Thursday, July 26, 2001. The purpose of this extension is to attempt to obtain the valid consents of holders of all of the outstanding Notes to the Amendments.
Based on the Company's receipt of consents from holders of at least a majority in principal amount of the each series of Notes, the Amendments to be adopted include (i) amendments to the restrictive covenants in each Indenture regarding financial reporting, limitations on restricted payments, merger and consolidation and sale of substantially all assets, dividends and payment restrictions, incurrence of indebtedness, limitations on liens, investments in certain subsidiaries, transactions with affiliates and limitations on other subordinated indebtedness, for the purpose of conforming such restrictive covenants substantially to analogous, but less restrictive, covenants in the indentures governing the U.S. public debt issued or guaranteed by Quebecor World Inc., (ii) the elimination of the subordination provisions of the Notes and (iii) the elimination of the subordination of the guarantee of the Notes by Quebecor World Inc.
If the Company receives the valid consents of holders of all of the outstanding Notes to the Amendments, in addition to the Amendments described above, an amendment to the covenant in each Indenture regarding limitations on asset sales (other than sales of substantially all assets) will be adopted.
Following the expiration of the consent solicitation, the Company and Quebecor Printing (USA) Holdings Inc., the sole stockholder of the Company and an indirect, wholly-owned subsidiary of Quebecor World Inc., intend to merge with and into the Company, with the Company surviving the merger, and the Company intends to adopt the applicable Amendments by the execution of supplemental indentures to the Indentures among the Company, Quebecor World Inc. and The Bank of NewYork, as Trustee.
The Company will also pay to holders of the Notes $5.00 in cash for each $1,000 principal amount of the Notes for which a valid consent has been delivered and not revoked.
The complete terms and provisions of the consent solicitation are contained in the consent solicitation statement and accompanying materials that were mailed on Tuesday, July 10, 2001 to holders of the Notes as of the record date of 5:00 p.m., New York City time, on July 9, 2001.
Salomon Smith Barney is the exclusive Solicitation Agent for the consent solicitation and can be reached at 390 Greenwich Street, 4th floor, New York, NY 10013, Attention - Liability Management Group, or by telephone at (800) 558-3745 (toll free) or (212) 723-6106. Mellon Investor Services LLC is the Information Agent and the Tabulation Agent for the consent solicitation. Requests for assistance in completing and delivering the consent letter or requests for additional copies of the consent solicitation statement, the consent letter or other related documents should be directed to the Information Agent at 44 Wall Street, 7th Floor, New York, NY 10005 or by telephone for banks and brokers at (917) 320-6286 and for all others at (800) 241-6711 (toll free).
Quebecor World (USA) Inc. is an indirect, wholly-owned subsidiary of Quebecor World Inc. The Company, together with the other U.S. subsidiaries of Quebecor World Inc., comprise the largest diversified commercial printer in the United States, providing digital premedia, press, binding, logistics and other value added services to customers in the commercial, direct mail, magazine, catalog, retail, book and directory markets.
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