SAN ANTONIO --(BUSINESS WIRE)-- Harland Clarke Holdings Corp. (the “ Company ”) today announced that, pursuant to its previously announced tender offer (the “ Offer ”) to purchase for cash any and all of the outstanding 6 5/8% Senior Notes due 2021 (the “ Notes ”) issued by Valassis Communications, Inc. (“ Valassis ”) and its related solicitation of consents (“ Consents ”) to the adoption of proposed amendments to the indenture (the “ Indenture ”) governing the Notes (the “ Proposed Amendments ”), a total of approximately $241.6 million in aggregate principal amount, or 93.4%, of the outstanding Notes, were validly tendered together with accompanying Consents by 5:00 p.m. , New York City time, on January 17, 2014 (the “ Early Tender Date ”). Following the receipt of such Consents, Valassis and the trustee under the Indenture entered into a supplemental indenture (the “ Supplemental Indenture ”) to effect the Proposed Amendments. Pursuant to the Supplemental Indenture, the Proposed Amendments will not become effective until the Company accepts for purchase all Notes validly tendered and delivered on or before the Expiration Time (as defined below) and not validly withdrawn or revoked, at which time they will become effective automatically. The Company’s obligation to accept for purchase and pay for the Notes remains conditioned upon (a) the substantially concurrent completion of the Acquisition (as defined below) and (b) the satisfaction of certain other customary conditions. The Company reserves the right to waive any and all conditions of the Offer, in whole or in part, subject to applicable law and the terms of the Merger Agreement (as defined below). The Proposed Amendments provide that the acquisition of Valassis by the Company (the “ Acquisition ”) in accordance with the previously announced Agreement and Plan of Merger, dated as of December 17, 2013 (the “ Merger Agreement ”), by and among the Company, V Acquisition Sub, Inc. , and Valassis, does not constitute a “Change of Control” (as defined in the Indenture) and, accordingly, does not trigger the requirement in the Indenture to make a written offer to purchase all of the Notes. Pursuant to the terms of the Offer, the withdrawal and revocation deadline of 5:00 p.m. , New York City Time, on January 17, 2014 has passed, and all Notes tendered and Consents given may not be validly withdrawn or revoked, except as required by applicable law. The Offer is currently scheduled to expire at 11:59 P.M. , New York City time, on February 3, 2014 (such time and date, as it may be extended, the “ Expiration Time ”). Holders of Notes that were validly tendered (and not validly withdrawn) together with a valid Consent on or before the Early Tender Date will receive the Total Consideration (the “ Total Consideration ”) of $1,017.50 per $1,000 principal amount of Notes tendered, which includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the “ Early Tender Premium ”). Holders of Notes that are validly tendered together with a valid Consent after the Early Tender Date but on or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration (the “ Tender Offer Consideration ”) of $987.50 per $1,000 principal amount of Notes tendered and will not receive the Early Tender Premium. In addition to the Total Consideration or the Tender Offer Consideration, tendering holders will also receive accrued and unpaid interest to, but not including, the settlement date, which is expected to coincide with the closing of the Acquisition. Notes will not be accepted for purchase unless they are accompanied by a valid Consent that has not been validly revoked. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale is being made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offer and related consent solicitation are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal distributed to holders of Notes. Holders are urged to read these documents carefully before making any decision with respect to the Offer and the consent solicitation. Holders of Notes must make their own decisions as to whether to tender any or all of their Notes and provide the related Consent. Holders may obtain copies of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal from the Tender Agent and Information Agent for the Offer, D.F. King and Co., Inc. , at (212) 269-5550 (collect, for banks and brokers only) and (800) 488-8035 (toll free). Credit Suisse Securities ( USA ) LLC is the Lead Dealer Manager for the Offer and Lead Solicitation Agent for the related consent solicitation and BofA Merrill Lynch and Citigroup Global Markets Inc. are the Joint Dealer Managers for the Offer and Joint Solicitation Agents for the related consent solicitation. Questions regarding the Offer and consent solicitation may be directed to Credit Suisse Securities ( USA ) LLC at (800) 820-1653 (toll free) and (212) 538-2147 (collect). None of the Company, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes or provide the related Consents, and no one has been authorized to make such a recommendation. About Harland Clarke Holdings Corp. Harland Clarke Holdings Corp. delivers to multiple industries a robust portfolio of products and services designed to optimize customer relationships and generate revenue. Its business units have long been recognized as leading providers of best-in-class payment solutions, marketing services, data capture, and analytics delivered through multiple channels, including online, digital print technology, mobile, and phone. Harland Clarke Holdings' portfolio offers retail products, high-value transactional print and electronic documentation, security solutions, and business intelligence. Its skills in capturing, managing, analyzing, and delivering data measurement and assessment information, through both print and digital channels, support decision-making and improved outcomes for organizations worldwide. Harland Clarke Holdings serves the financial, insurance and investment services industries, as well as education, big-box retailing, accounting software, commercial, government, and franchising. Its clients, including more than 8,500 financial institutions, range in size from major corporate brands and trade associations, to state and local governments, small businesses and individual consumers. Harland Clarke Holdings Corp. is a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc. Forward-Looking Statements Statements in this document that are not strictly historical, including statements regarding the proposed transactions described herein, the expected timetable for completing the transactions and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Harland Clarke Holdings Corp. and Valassis operate; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transactions; the availability of financing on attractive terms or at all; Harland Clarke Holdings Corp.’s ability to successfully integrate Valassis’ operations and employees with Harland Clarke Holdings Corp.’s existing business; the ability to realize anticipated growth, synergies and cost savings; and Valassis’ performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Harland Clarke Holdings Corp.’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013 , June 30, 2013 and September 30, 2013 as well as Valassis’ SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013 , June 30, 2013 and September 30, 2013 . The forward-looking statements made herein speak only as of the date of this release and neither we nor any of our affiliates assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law. Credit Suisse Securities ( USA ) LLC Eleven Madison Avenue , 5 th Floor New York, NY 10010 Attn: Liability Management Phone: (212) 538-2147 Toll Free: (800) 820-1653 or D.F. King & Co., Inc. 48 Wall Street , 22 nd Floor New York, NY 10015 Email: email@example.com Banks and Brokers Call: (212) 269-5550 All Others Call Toll Free: (800) 488-8035 Source: Harland Clarke Holdings Corp.
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