Cenveo commences offering of US$75M aggregate principal amount of Senior Exchangeable Notes due 2017
March 21, 2012
– Cenveo, Inc. (NYSE: CVO, "Cenveo") announced today that its wholly-owned subsidiary, Cenveo Corporation, has commenced an offering of $75 million aggregate principal amount of Senior Exchangeable Notes due 2017 (the "Notes"). Cenveo Corporation intends to grant the initial purchasers of the Notes a 30-day over-allotment option to purchase up to an additional $11.25 million aggregate principal amount of the Notes on the same terms and conditions. The Notes will be guaranteed on a senior unsecured basis by Cenveo and substantially all of Cenveo's North American subsidiaries. Net proceeds of the offering, together with the proceeds from its previously announced offering of Senior Notes due 2017 and borrowings under its senior secured credit facility, will be used to fund Cenveo's previously announced tender offer of its 7 7/8% Senior Subordinated Notes due 2013, 8 3/8% Senior Subordinated Notes due 2014 and 10 1/2% Senior Notes due 2016 or to otherwise refinance, repurchase, defease or redeem such indebtedness, and to pay related fees and expenses.
The Notes will be exchangeable for shares of Cenveo's common stock, based on an exchange rate to be determined. Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2012. The Notes will mature on May 15, 2017, unless earlier repurchased by Cenveo or exchanged in accordance with their terms prior to such date. The interest rate, exchange rate, exchange price and other terms of the Notes will be determined at the time of pricing of the offering.
The Notes will be offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the shares of Cenveo common stock issuable upon exchange of the Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute, nor shall there be any sale of these securities in any state or jurisdiction in which, an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Cenveo (NYSE: CVO - News), 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.