Packaging Dynamics announces offer to purchase for cash up to US$64.9M worth of its outstanding 8.750% senior secured notes due Feb. 1, 2016; offer will expire on July 17 at 11:59 p.m. Eastern time

Nevin Barich

CHICAGO , June 18, 2014 (press release) – Packaging Dynamics Corporation ("Packaging Dynamics"), a leader in flexible packaging and specialty papers, today announced an offer to purchase for cash (the "Offer") any and all of its outstanding 8.750% Senior Secured Notes due 2016 (CUSIP/ISIN NOS. 695160 AA9/US695160AA92(144A) and U69507 AA6/USU69507AA61(Regulation S)) (the "Notes"), at a price equal to $1,000.00 per $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest on such Notes to the settlement date. The Offer is being made pursuant to an Offer to Purchase, dated as of June 18, 2014, and a related Letter of Transmittal, which more fully sets forth the terms and conditions of the Offer.

On June 26, 2013, Packaging Dynamics closed its acquisition of 100% of the issued and outstanding membership interests of Thilmany, LLC, in an all cash transaction (the "Thilmany sale"). In accordance with the indenture governing the Notes (the "Indenture"), pursuant to a covenant titled "Limitation on Sales of Assets and Subsidiary Stock" (the "Asset Sale Covenant"), the Offer to Purchase constitutes a Collateral Disposition Offer and an Asset Disposition Offer under the Asset Sale Covenant, and will be funded with the $64,912,000.00 of "Excess Collateral Proceeds" and "Excess Proceeds" (each as defined in the Indenture, and together, the "Excess Sale Proceeds"), which is required under the Indenture for any Excess Sale Proceeds that have not been applied to repay certain debt, fund certain asset acquisitions or make certain capital expenditures prior to the date that is 366 days following the closing of the Thilmany sale.

The Offer will remain open for a period of twenty business days, and will expire at 11:59 p.m., New York City time, on July 17, 2014, unless extended or earlier terminated by Packaging Dynamics (such date and time, as the same may be extended or earlier terminated, the "Offer Expiration Date"). Holders who tender Notes on or prior to the Offer Expiration Date will be eligible to receive the Offer Consideration (as defined below). Tendered Notes may be withdrawn at any time on or prior to 11:59 p.m., New York City time, on July 17, 2014 (the "Withdrawal Date"). The Offer is subject to the satisfaction or waiver of certain conditions, as set for in the Offer to Purchase.

Holders who validly tender will receive offer consideration equal to $1,000.00 per $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest on such Notes to the Settlement Date (as defined below), in accordance with the procedures set forth in the Indenture (such aggregate consideration with respect to the Offer, the "Offer Consideration"), provided that no Notes of $2,000 or less may be repurchased in part. Interest will cease to accrue on all Notes purchased by the Company pursuant to the Offer. Subject to the terms and conditions of the Offer, each Holder that validly tenders Notes on or prior to the Offer Expiration Date will receive the Offer Consideration. The "Settlement Date" is the date of payment for the Notes accepted for purchase in the Offer, which will occur promptly following our acceptance for purchase of Notes validly tendered in the Offer.

Subject to the terms and conditions set forth in this Offer, the Company is offering to purchase an aggregate principal amount up $64,912,000.00 (the "Tender Cap"). In no event will the aggregate principal amount of Notes purchased by the Company exceed the Tender Cap. In the event that the aggregate principal amount of Notes that are validly tendered and not withdrawn prior to the Offer Expiration Date exceeds the Tender Cap, the Company (subject to the terms and conditions of the Offer) will purchase an amount of Notes up to the Tender Cap on a pro rata basis. The Company will round the principal amount of the prorated Notes to be accepted down to the nearest $1,000. In the event tendered Notes are not purchased due to proration or otherwise, they will be promptly returned or credited to the holder's account.

Questions regarding the Offer may be directed to U.S. Bank National Association, as the Tender Agent: 111 Fillmore Avenue, St. Paul, MN 55107, Attn: Specialized Finance, Fax: (651) 466-7372.

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Offer is made solely by means of the Offer to Purchase. The Offer does not constitute an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in the Offer and, if given or made, such information or representation may not be relied upon as having been authorized by the Company or the Tender Agent. None of the Company, its board of directors, the Trustee, the Tender Agent or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Offer.

About Packaging Dynamics

Packaging Dynamics is a leading flexible packaging company and is a portfolio company of private investment firm Kohlberg & Company. For more information, visit our website at www.pkdy.com.

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