Vertis Amends Terms of Note Exchange Offer, Floats Chapter 11 Reorganization PlanNovember 2, 2010
The Exchange Offers will expire at 12:00 a.m., New York City time, on Dec. 1, 2010, unless extended by Vertis. The Exchange Offers are subject to the terms and conditions set forth in the Offering Memorandum and Disclosure Statement and the related letter of transmittal, each dated Nov. 1, 2010.
Solicitation for Potential Voluntary Pre-Packaged Chapter 11 Reorganization
Concurrently with the Exchange Offers, Vertis is soliciting votes on its Plan of Reorganization. Vertis has made no decision at this time to commence Chapter 11 proceedings. However, if it does not obtain acceptable levels of participation in the Exchange Offers, but does receive sufficient acceptances of its Plan of Reorganization, Vertis will pursue its restructuring in Chapter 11.
A Chapter 11 plan of reorganization can be confirmed if either the holders of the Second Lien Notes or the Senior PIK Notes vote to accept the plan, not including the votes of affiliates. A class of creditors is deemed to accept a Chapter 11 plan if at least one-half in number of the creditors within the class, who hold at least two-thirds in dollar amount of claims in the class, vote to accept the plan, counting only those who actually vote. Dissenting and abstaining creditors will be bound by the terms of the plan if this voting threshold is met.
The proposed economic terms of the Plan of Reorganization are substantially similar to the proposed economic terms of the Exchange Offers. In particular, holders of Second Lien Notes will be entitled to their pro rata share of 96.25% of the equity in reorganized Vertis, subject to dilution on account of equity distributed by reorganized Vertis in exchange for the investment of up to $100 million described above. Holders of Senior PIK Notes will be entitled to their pro rata share of 3.75% of the equity in reorganized Vertis, subject to the same dilution. Existing equity interests in Vertis will be cancelled. All other creditors will be left unimpaired under the plan. Accordingly, under the plan, all obligations to suppliers, vendors, clients, and employees will be paid in full in the ordinary course of business. If Vertis files chapter 11 pursuant to the plan, it will request immediate authority to honor such obligations without delay or disruption.
For additional information, Vertis’ vendors may call (877) 489-1434 or email VertisVendorSupport@fticonsulting.com.
Vertis is a results-driven marketing communications company that delivers inventive advertising, direct marketing and interactive solutions to prominent brands across North America. Our deep industry knowledge and extensive range of offerings—including integrated data solutions, digital program management systems, creative services, world-class print and mail production, logistics, out-of-home and business process outsourcing—are used to deliver superior program performance that drives bottom line results for our clients.
Source: Company press release.