Cenveo amends cash purchase offer, increases consideration to be paid for each US$1,000 principal amount of 10-1/2% senior unsecured notes due 2016 not validly tendered
March 12, 2012
– Cenveo Corporation, a subsidiary of Cenveo, Inc. ("Cenveo" or the "Company") (NYSE:CVO) today announced that it has amended (the "Amendment") its offer to purchase for cash (the "Offer") its outstanding 10-1/2% senior unsecured notes due 2016 (the "10-1/2% Notes"), 7-7/8% senior subordinated notes due 2013 (the "7-7/8% Notes") and 8-3/8% senior subordinated notes due 2014 (the "8-3/8% Notes" and together with the 10-1/2% Notes and the 7-7/8% Notes, the "Securities"), which Offer was previously announced on February 29, 2012. The Amendment increases the consideration to be paid for each $1,000 principal amount of the 10-1/2% Notes that are validly tendered (and not validly withdrawn) in the Offer, but does not change the consideration to be paid for the 7-7/8% Notes or 8-3/8% Notes that are validly tendered (and not validly withdrawn) in the Offer.
The terms and conditions of the Offer are set forth in the Offer to Purchase, dated February 29, 2012, as amended by Supplement No. 1 to the Offer to Purchase, dated March 12, 2012, and the related Letter of Transmittal, dated February 29, 2012. The new consideration offered for the 10-1/2% Notes subject to the Offer is set forth in the table below:
Dollars per $1,000 Principal
Title of Security
Principal Amount Outstanding
Tender Offer Consideration
Early Tender Premium
Holders of 10-1/2% Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 13, 2012 (such date and time, as they may be extended, the "Early Tender Date") will be eligible to receive the Total Consideration (as set forth in the table above). Holders of 10-1/2% Notes that are validly tendered after the Early Tender Date will be eligible to receive the Tender Offer Consideration (as set forth in the table above).
The Expiration Date, Early Tender Date and Withdrawal Date of the Offer have not been extended and, except for the modifications described above, all other terms and conditions of the Offer remain unchanged. Holders who have previously tendered Securities do not need to re-tender their Securities or take any other action in response to this Amendment.
Cenveo has retained BofA Merrill Lynch and Morgan Stanley to serve as dealer managers for the Offer. D.F. King has been retained to serve as the depositary and information agent for the Offer.
For additional information regarding the terms of the Offer, please contact: BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect).
Supplement No. 1 to the Offer to Purchase is expected to be distributed to holders of Securities beginning today. Copies of Supplement No. 1 to the Offer to Purchase, the Offer to Purchase and the Letter of Transmittal related to the Offer may also be obtained at no charge from D.F. King.
Neither Cenveo, its board of directors, the information agent and depositary nor the dealer managers make any recommendation as to whether holders of the Securities should tender or refrain from tendering the Securities.
This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The Offer is being made solely by means of Supplemental No. 1 to the Offer to Purchase, the Offer to Purchase and the related Letter of Transmittal. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Cenveo by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction.
Cenveo (NYSE: CVO), headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of custom labels, specialty packaging, envelopes, commercial print, content management and publisher solutions. The company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With approximately 8,400 employees worldwide, we pride ourselves on delivering quality solutions and service every day for our more than 100,000 customers. For more information please visit us at www.cenveo.com.