Cenveo prices offering of US$225M aggregate principal amount of Senior notes due 2017, US$75M aggregate principal amount of Senior Exchangeable Notes due 2017
March 22, 2012
– Cenveo, Inc. (NYSE: CVO, "Cenveo" or the "Company") announced today that its wholly-owned subsidiary, Cenveo Corporation, has priced its offering of $225 million aggregate principal amount of Senior Notes due 2017 (the "Senior Notes"). The Senior Notes will have an interest rate of 11.5% per annum and will be issued at a price of 96.328% of their face value. The Senior Notes offering is expected to close on March 28, 2012, subject to customary closing conditions.
Concurrently with the pricing of the Senior Notes, Cenveo announced that it has priced its offering of $75 million aggregate principal amount of Senior Exchangeable Notes due 2017 (the "Exchangeable Notes" and, together with the Senior Notes, the "Notes"). The initial purchasers of the Exchangeable Notes will have a 30-day over-allotment option to purchase up to an additional $11.25 million aggregate principal amount of the Exchangeable Notes on the same terms and conditions. The Exchangeable Notes offering is expected to close on March 28, 2012, subject to customary closing conditions.
The Exchangeable Notes will have an interest rate of 7.0% per annum. The Exchangeable Notes will be exchangeable for shares of Cenveo's common stock at an exchange rate of 241.5167 shares per $1,000 principal amount of Exchangeable Notes, which is equal to an exchange price of approximately $4.14 per share. This represents a premium of 22.5% above the last reported sale price of Cenveo's common stock on the NYSE on Thursday, March 22, 2012 (which was $3.38 per share). The exchange rate and exchange price are subject to adjustment in certain specified circumstances.
Cenveo estimates that the net proceeds from the Notes offerings will be approximately $291.7 million after deducting discounts and estimated offering expenses. The net proceeds of the Notes will be used to fund the cash tender offers for any and all of the Company's 8 3/8% senior subordinated notes due 2014 and 10 1/2% senior unsecured notes due 2016, and to purchase up to $45 million aggregate principal amount of the Company's 7 7/8% senior subordinated notes due 2013 (the "7 7/8% Notes") in the tender offer and to purchase, refinance, repurchase, defease or redeem an additional $75 million of 7 7/8% Notes, including through open market, negotiated purchases or otherwise, or to otherwise refinance, repurchase, defease or redeem such indebtedness, and to pay related fees and expenses.
The Notes and the shares of Cenveo common stock issuable upon exchange of the Exchangeable Notes have not been and, with respect to the Senior Notes, will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. 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.
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.