Quad/Graphics, Inc. and Vertis Holdings, Inc. announced the execution of an agreement 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. Upon completion, the acquisition will enhance Quad/Graphics’ position as a leader in the production of retail advertising inserts, direct marketing and in-store marketing solutions while providing continuity, financial stability and continued business investment for Vertis’ clients and employees.
Quad/Graphics intends to use cash on hand and draw on its revolving credit facility to finance the acquisition of Vertis. Vertis expects to generate approximately $1.1 billion in revenues and approximately $60 million in EBITDA, adjusted for restructuring, impairment and other transaction-related expenses, during fiscal year 2012. After taking into account significant anticipated synergies, Quad/Graphics expects that the acquisition will be accretive to earnings, excluding any non-recurring integration costs. The combined entity will realize efficiencies and cost-savings derived from a superior and more efficient operating platform, expanded volume-driven mailings and more efficient procurement programs.
Clients will benefit from an enhanced range of products, services and revenue-generating solutions; expanded industry vertical expertise; increased manufacturing flexibility and distribution efficiencies from an extended geographic footprint; and new opportunities to realize mailing and distribution cost-savings from the combined volumes and capabilities of the two companies.
Said Joel Quadracci, chairman, president and CEO of Quad/Graphics, “The combination of Quad/Graphics and Vertis is a natural and strategic fit. The complementary capabilities of our two businesses in retail advertising inserts, direct marketing and in-store marketing will further strengthen and expand our offerings, and will allow us to even better serve our clients, achieve additional efficiencies and build long-term value for our shareholders. We look forward to welcoming Vertis’ clients and employees into our family.”
Vertis’ board and senior management team accepted the offer from Quad/Graphics following an extensive and in-depth process to review strategic opportunities for its businesses conducted over the past several months.
To facilitate the intended sale, Vertis, along with its subsidiaries, has filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code and, at the same time, filed documents seeking the bankruptcy court’s approval of the proposed sale to Quad/Graphics. Vertis has the support of its lenders with respect to the sale to Quad/Graphics.
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 for its assets. The agreement with Quad/Graphics comprises the initial stalking-horse bid in the court-supervised auction process under section 363 of the Bankruptcy Code. Vertis and Quad/Graphics anticipate the sale will be approved by the Bankruptcy Court during the fourth quarter of 2012 and will most likely close in the first quarter of 2013, pending the receipt of customary regulatory approvals.
Vertis expects to operate its business as usual until the sale closes and, subject to the court’s approval, has obtained $150 million in debtor-in-possession financing from a group of lenders led by GE Capital, Restructuring Finance to ensure it is able to meet its financial obligations throughout the Chapter 11 cases. Vertis also has filed a series of first-day motions. Vertis expects to pay suppliers in the normal course for all goods and services delivered after October 10, 2012. Payment for goods and services delivered prior to the filing will be addressed by Vertis through the Chapter 11 process.
Vertis is advised in this transaction by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice.
Quad/Graphics is a provider of print and related multichannel solutions.
Vertis is a marketing communications company that delivers inventive advertising, direct marketing and interactive solutions to prominent brands across North America.
Previously on abfjournal.com:
GE Capital Agents DIP, Plan of Reorganization Facility for Vertis, Tuesday, December 21, 2010