Vertellus Specialties Inc. Announces Closing of Financing Transactions

INDIANAPOLIS, Oct. 4 /PRNewswire/ -- Vertellus Specialties Inc. (the "Company") announced today that it completed two financing transactions on September 30, 2010 which refinance its outstanding debt.

The Company closed its offering of $345 million in aggregate principal amount of 9.375% senior secured notes due 2015  at a price of 100% of their face value in an offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes mature on October 1, 2015, and are secured on a first-priority basis by the Company's plant, property and equipment and on a second-priority basis by the Company's accounts receivable and inventory. The notes are guaranteed on a secured basis by the Company's material domestic subsidiaries. Credit Suisse and Jefferies & Company, Inc. acted as joint book-running managers and PNC Capital Markets LLC acted as co-manager in the initial placement of the notes.

The Company also closed a new $85 million senior secured asset-based revolving credit facility. The new credit facility contains an uncommitted incremental $40 million facility. The new credit facility matures on March 31, 2015, and is secured on a first-priority basis by the Company's accounts receivable and inventory and a second-priority basis by the Company's plant, property and equipment. The Company's material domestic subsidiaries are either guarantors or co-borrowers under the new credit facility. The Company used the net proceeds from the notes offering combined with a partial draw under the new credit facility to repay the entire outstanding balance of its existing first-lien and second-lien credit facilities, and to pay fees and expenses associated with the repayment and refinancing transactions. PNC Bank, National Association is acting as administrative agent under new credit facility.

Rich Preziotti, the Company's Chief Executive Officer, commented "The Company is pleased to have completed a refinancing of its capital structure which will enable Vertellus to achieve its growth objectives, many of which are in Asia, such as Vertellus' plans to add capacity for 3-cyanopyridine and Vitamin B3 in Nantong China where it has a majority owned joint venture that it has operated since 2001."

VSI Holdings LLC (the "Parent") is the Company's ultimate parent company. The Parent is majority owned by affiliates of Wind Point Partners.

The notes were offered only to qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act. The notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction 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 securities laws of any such jurisdiction. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

About Vertellus Specialties Inc.

Vertellus is a specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Vertellus is the #1 global producer of pyridine and picolines, specialty pyridine derivatives, DEET, castor oil derivatives and systems and the world's #2 producer of Vitamin B-3 and citrate polymer additives. Vertellus benefits from a technically advanced global manufacturing base and has approximately 700 employees. Vertellus is headquartered in Indianapolis, Indiana. Vertellus is owned by Wind Point Partners, a private equity firm based in Chicago. Wind Point acquired Vertellus in 2007 through Wind Point VI, a $715 million fund. Further information is available at www.vertellus.com.

About Wind Point Partners

Wind Point Partners is a private equity investment firm that manages commitments of approximately $2.5 billion.  Wind Point focuses on partnering with top caliber CEOs to acquire middle market businesses where we can establish a clear path to value creation.  Additional information about Wind Point is available at www.windpointpartners.com.

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The forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") may refer to our financial condition, results of operations, plans, objectives, acquisition or disposition of properties, future expenditures for development projects, capital resources, future financial performance and business. Forward-looking statements are not guarantees of performance. They involve numerous risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "will be," "continue," "hope," "goal," "forecast," "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans" "would," "may" or other similar expressions contained or incorporated by reference herein. In addition, references to our budgeted amounts are forward looking statements. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties.

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SOURCE Vertellus Specialties Inc.