The Sheridan Group, Inc. Announces Extension of Expiration Date and Results to Date of Tender Offer and Consent Solicitation for its 10 1/4% Senior Secured Notes due 2011

Mar 24, 2011, 08:00 ET from The Sheridan Group, Inc.

HUNT VALLEY, Md., March 24, 2011 /PRNewswire/ -- The Sheridan Group, Inc. (the "Company") today announced the extension of the expiration date as well as the results to date 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 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").

The Offer, previously set to expire at 11:59 p.m. on March 23, 2011, New York City time, will now expire at 8:00 a.m., New York City time, on April 14, 2011 (the "New Expiration Time"), unless further extended or earlier terminated.  

Holders who had not validly tendered their Notes on or prior to 5:00 p.m., New York City time, on March 9, 2011 (the "Consent Payment Deadline"), but who validly tender prior to the New Expiration Time will be entitled to receive $993.75, payable in cash, for each $1,000.00 principal amount of Notes accepted for purchase. Holders who validly tendered and did not withdraw their Notes prior to the Consent Payment Deadline, will be entitled to receive $1,003.75, payable in cash for each $1,000.00 principal amount of Notes accepted for purchase.

Except for the extension described above, all other terms and conditions of the Offers remain unchanged. As of March 23, 2011, at 11:59 p.m., New York City time, an aggregate of $136,574,000 in principal amount of the Notes had been validly tendered and not validly withdrawn in the Offer and the Company had received consents from holders of $136,574,000 in principal amount of the Notes, or 95.57% of the outstanding Notes.  Tendered Notes may not be withdrawn except as may be required by applicable law.

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 new debt financing on terms and conditions satisfactory to the Company which, 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 new debt financing 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.

Upon satisfaction of all conditions to the Offer, the Company expects to accept Notes validly tendered and make payment for such Notes on or promptly following the acceptance date.  If the acceptance date occurs prior to the New Expiration Time, the Company will accept and make payment for all Notes validly tendered at least one business day prior to the acceptance date.  If the acceptance date is subsequent to the New Expiration Time, the Company will accept all Notes validly tendered on or prior to the New Expiration Time, promptly following the New Expiration Time.  Upon 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 governing the notes 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 New Expiration Date, Consent Payment Deadline and possible completion of the Offer and The Sheridan Group, Inc.'s entry into new debt financing 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.



RELATED LINKS

http://www.sheridan.com