HUNT VALLEY, Md., March 10, 2011 /PRNewswire/ -- The Sheridan Group, Inc. (the "Company") today announced the early tender and consent solicitation results from the previously announced offer to purchase for cash (the "Tender Offer") by the Company for any and all of its outstanding 10 1/4% Senior Secured Notes due 2011 (the "Notes") (CUSIP No. 823777AE7). In conjunction with the Tender Offer, the Company solicited consents (the "Consent Solicitation," and collectively with the Tender Offer, the "Offer") to the adoption of amendments (the "Amendments") to the Indenture (as defined below) governing the Notes and to the execution of a fourth supplemental indenture effecting the Amendments. The terms and conditions of the Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated February 24, 2011 (the "Offer to Purchase") and the related Letter of Transmittal and Consent (the "Letter of Transmittal").
As of March 9, 2011, at 5:00 p.m., New York City time (the "Consent Payment Deadline"), an aggregate of $136,570,000 in principal amount of the Notes had been validly tendered and not validly withdrawn in the Offer. Additionally, as of the Consent Payment Deadline, the Company received consents from holders of $136,570,000 in principal amount of the Notes, or 95.57% of the outstanding Notes. The consents received as of the Consent Payment Deadline (the "Requisite Consents") were sufficient to approve the Amendments.
Having received the Requisite Consents, the Company intends to enter into a fourth supplemental indenture (the "Fourth Supplemental Indenture") that amends and supplements the Indenture dated as of August 21, 2003, as supplemented by a supplemental indenture, dated as of August 21, 2003, a second supplemental indenture, dated as of May 11, 2004, and a third supplemental indenture, dated as of May 11, 2004 (the "Indenture") by and among the Company, the subsidiaries of the Company identified on the signature pages thereto and The Bank of New York Mellon, as trustee and collateral agent. The Fourth Supplemental Indenture will eliminate substantially all of the restrictive covenants, certain events of default and the security interest that holders of the Notes have in the assets of the Company. The Fourth Supplemental Indenture will also shorten the minimum notice period for a redemption of the Notes from thirty days to three days prior to a redemption date. The Fourth Supplemental Indenture will be effective and binding immediately upon its execution by the parties thereto, but the terms thereof shall not become operative until the initial date of purchase by the Company of the Notes validly tendered and not validly withdrawn pursuant to the Offer as set forth in the Offer to Purchase. If the conditions set forth in the Offer to Purchase are not satisfied or the Notes are not otherwise purchased, the Amendments will not become operative and the original Indenture will remain in effect.
The "Total Consideration" for each $1,000 principal amount of the Notes validly tendered and not withdrawn on or before the Consent Payment Deadline and accepted for purchase will be $1,003.75, which includes a consent payment of $10.00 per $1,000 principal amount of Notes. The "Tender Offer Consideration" for each $1,000 principal amount of the Notes validly tendered after the Consent Date and on or before the Expiration Date (as defined below) and accepted for purchase will be $993.75. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, holders will receive accrued and unpaid interest on their purchased Notes from the most recent interest payment date for the Notes to, but not including, the date of payment for purchased Notes. The Offer is scheduled to expire at 11:59 p.m., New York City time, on March 23, 2011 (the "Expiration Date"), unless extended. The Company may, in its discretion, extend the Expiration Date for any reason. Any Notes tendered after 5:00 p.m., New York City time, on March 9, 2011 but prior to the Expiration Date may not be withdrawn unless required by law.
The Offer is being conducted in connection with the Company's negotiation of a new credit facility which it expects to enter and which will partially fund the purchase of the tendered Notes that are accepted for repurchase. The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties, and (ii) the receipt by the Company of net proceeds from a new credit facility on terms acceptable to the Company that, when combined with up to $4.8 million of other available funds, will aggregate to an amount that is sufficient to pay the total consideration (including the consent payment) in respect of all Notes (regardless of whether tendered) plus estimated fees and expenses relating to the Offer, as more fully described in the Offer to Purchase. There can be no assurances that the Company will enter into a new credit facility or that the proceeds therefrom, when combined with the Company's other available funds, will be sufficient to pay the total consideration in connection with the Offer.
The Company expects to make payments with respect to any Notes tendered and not withdrawn on or prior to the Consent Payment Deadline on the "Initial Payment Date," which is expected to be as soon as practicable following the satisfaction or waiver of the conditions specified in the Offer to Purchase.
Upon satisfaction of all conditions to the Offer, adoption of the Amendments and the purchase of tendered Notes pursuant to the Offer, the Company intends to give a notice of redemption providing that it will redeem all Notes not purchased in the Offer in accordance with the Indenture at 100.00% of their principal amount, plus accrued and unpaid interest up to, but not including, the redemption date, less any applicable withholding taxes.
This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, the Notes. The Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the Letter of Transmittal. Holders are urged to read these documents carefully.
Copies of the Offer to Purchase and Letter of the Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-873-7700 (toll-free).
BofA Merrill Lynch is acting as exclusive Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 980-388-9217 (collect).
The Offer is not being made to (nor will the surrender of Notes for payment be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About The Sheridan Group, Inc.
Located in Hunt Valley, MD, The Sheridan Group is comprised of The Sheridan Press, Dartmouth Printing Company, Dartmouth Journal Services, United Litho, The Dingley Press, and Sheridan Books. Each company has a market specialty – scholarly journals, magazines, catalogs, or books. The Sheridan Group is a leading provider of print, publishing and technology solutions to publishers, associations, university presses, and catalogers. www.sheridan.com
This press release contains forward-looking statements conveying management's expectations as to the future based on current plans, estimates and projections. Forward-looking statements involve inherent risks and uncertainties and The Sheridan Group, Inc. cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the Offer, including the Expiration Date, Consent Payment Deadline and possible completion of the Offer and The Sheridan Group, Inc.'s entry into a new credit facility and the amount and use of proceeds therefrom. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Sheridan Group, Inc. does not undertake to update any of these statements in light of new information or future events, except, with respect to the Offer, as specifically set forth in this press release.
SOURCE The Sheridan Group, Inc.