Daily News: November 5, 2012

Court Approves Bidding Procedures, Financing for Vertis Sale


Vertis Holdings, Inc. achieved the next key milestones in its Chapter 11 case and sale process by obtaining the U.S. Bankruptcy Court for the District of Delaware’s approval of the procedures through which it will evaluate any competing offers for its businesses to ensure it receives the highest and best offer. The court also issued final orders giving the company access to $150 million in new financing obtained in conjunction with the filing as well as the authority to maintain its client programs, pay employees’ wages and benefits and otherwise operate its business as usual. These motions had been approved on an interim basis on October 12, 2012.

“We are very pleased with the continued momentum of our Chapter 11 case, which has given us all of the tools we need to provide our clients with consistently high levels of quality and service – and meet all of our delivery deadlines – as we work to achieve our financial and operational objectives,” said Gerald Sokol, Jr., CEO. “We are confident we are on the right path and look forward to efficiently completing these next key milestones to establish continuity, financial stability and continued business investment for our clients and employees.”

Vertis previously announced on October 10, 2012, that it had signed an agreement with Quad/Graphics through which Quad/Graphics will acquire substantially all of the assets comprising Vertis’ businesses for $258.5 million, which includes the payment of approximately $88.5 million for current assets that are in excess of normalized working capital requirements. Vertis simultaneously filed voluntary petitions for Chapter 11 relief to complete the sale as efficiently as possible while maintaining continuity for its clients and employees. As part of the sale through the Chapter 11 case, Vertis and its advisors will evaluate any competing bids that may be submitted in order to ensure it receives the highest and best offer. The procedures approved today by the Bankruptcy Court require any competing bidders to submit their offers in accordance with the approved procedures by November 23, 2012, in order to be considered.

Vertis has the support of its lenders with respect to the sale to Quad/Graphics and currently anticipates the transaction will be approved by the court during the fourth quarter of 2012 and close in the first quarter of 2013, pending the receipt of customary regulatory approvals. Vertis and Quad/Graphics will continue to operate separately and independently until regulatory approval is received and the sale closes.

Vertis is advised in this transaction by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP.

Vertis Communications is a results-driven marketing communications company that delivers advertising, direct marketing and interactive solutions to prominent brands across North America.

Previously on abfjournal.com:

Unsecured Creditors Want Judge to Delay Vertis Auction, Wednesday, October 31, 2012