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Vertis To Offer $250 Million Of Senior Notes

Press release from the issuing company

May 20, 2003 -- Baltimore, MD -- Vertis today announced its intention to offer $250 million principal amount of senior notes due 2009. The notes will be guaranteed by certain of Vertis’ domestic subsidiaries. Vertis intends to use the net proceeds of the offering to pay down its bank debt under its senior credit facility. The notes will be offered and sold in a Rule 144A private offering only to qualified institutional investors within the United States and in a Regulation S offering only to certain non-U.S. persons in transactions outside the United States. The notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The net proceeds of the offering will be applied to our senior credit facility as follows: $108.4 million to retire our Term Loan A facility; $30.7 million to our Term Loan B facility; and $100.9 million to our revolving credit facility. Following this offering, the commitment under our revolving credit facility will be reduced by $30.0 million. In addition, Vertis and its lenders are currently negotiating an amendment to its senior credit facility in order to allow for the issuance of the notes and the application of the proceeds as described above, to amend certain financial covenants, to increase the LIBOR spread on our senior credit facilities, and to accommodate certain other changes.