Valassis begins cash tender offer, consent bid for 8¼% notes due 2015

By Susanna Moon

Chicago, Jan. 13 - Valassis Communications, Inc. said it began a cash tender offer and consent solicitation for its outstanding $242,224,000 principal amount of 8¼% senior notes due 2015.

The company is seeking consents to amend the notes to eliminate or modify substantially all of the restrictive covenants and some events of default.

Valassis said it will pay $1,045 per $1,000 principal amount, including a consent payment of $30, for notes tendered by 5 p.m. ET on Jan. 27, the consent date.

Those who tender after the consent deadline but by the expiration will receive $1,015 per $1,000 principal amount plus accrued interest.

Holders also will receive accrued interest up to but not including the payment date.

The offer will run until 11:59 p.m. ET on Feb. 10.

The tender offer is not conditioned on any minimum amount of notes being tendered, but it does require the company to secure financing and receive consents from the holders of a majority of the notes.

Valassis also said it plans to sell $260 million principal amount of senior notes by way of a private offering.

Proceeds from the offering will be used to finance the tender offer and to finance the redemption of any notes remaining after the completion of the tender offer.

Bank of America Merrill Lynch (888 292-0070 or collect 980 388-9217) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (888 628-8536 or collect 212 269-5550) is the depositary and the information agent.

Valassis provides media and marketing services and is based in Livonia, Mich.

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