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CENVEO, INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 25, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 19, 2014, Cenveo, Inc. (the "Company") and its wholly-owned subsidiary, Cenveo Corporation ("Cenveo"), entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the "Initial Purchasers"), relating to the sale by Cenveo of $540 million aggregate principal amount of its 6.000% Senior Priority Secured Notes due 2019 (the "Senior Notes") and $250 million aggregate principal amount of its 8.500% Junior Priority Secured Notes due 2022 (the "Junior Notes"), in a private placement to "qualified institutional buyers" in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act (the "Notes Offering"). The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Notes Offering is expected to close on June 26, 2014, in accordance with the terms of the Purchase Agreement. The description of the Purchase Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference. The net proceeds from the Senior Notes and the Junior Notes, together with cash on hand, will be used to repay in full all outstanding indebtedness and accrued interest under Cenveo's existing Term Loan Facility due 2018 and its 8-7/8% second lien notes due 2018, and to pay certain related costs and expenses.

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement, dated June 19, 2014, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto, and J.P. Morgan Securities LLC, as representative of the Initial Purchasers party thereto. 2



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Source: Edgar Glimpses


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