Quad/Graphics Announces Proposed Offering of $300 Million of Senior Notes Due 2022 and a $1.6 Billion Extension and Increase of

  Quad/Graphics Announces Proposed Offering of $300 Million of Senior Notes
  Due 2022 and a $1.6 Billion Extension and Increase of its Senior Secured
  Credit Facility

Business Wire

SUSSEX, Wis. -- April 7, 2014

Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics” or the “Company”), announced
today that it intends to offer, subject to market and customary conditions,
$300 million in aggregate principal amount of senior notes due 2022 in a
private offering that is exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”).The notes will be senior unsecured
obligations of Quad/Graphics.

Quad/Graphics also has announced it has launched a $1.6 billion extension and
increase in its senior secured credit facility which is expected to consist of
a five-year $850 million revolving line of credit, a five-year $450 million
bank term loan A and a seven-year $300 million term loan B.Quad/Graphics
expects to use the net proceeds from the offering and the extension and
increase of its senior secured credit facility to: (1) repay its existing term
loans, revolver borrowings and an international term loan; (2) fund the
acquisition of Brown Printing Company; and (3) for general corporate purposes.

The notes and the related guarantees will be offered only to qualified
institutional buyers in reliance on the exemption from registration set forth
in Rule 144A under the Securities Act, and outside the United States, to
non-U.S. persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The notes and the related guarantees
have not been registered under the Securities Act or the securities laws of
any state or other jurisdiction, and may not be offered or sold in the United
States without registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or blue sky
laws and foreign securities laws.

This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any securities, nor shall there be any sales of the notes
in any jurisdiction in which such offer, solicitation or sales would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. This press release is being issued pursuant to, and in
accordance with, Rule 135(c) under the Securities Act.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements regarding, among other things,
our current expectations about the Company’s future results, financial
condition, revenue, earnings, free cash flow, margins, objectives, goals,
strategies, beliefs, intentions, plans, estimates, prospects, projections and
outlook of the Company and can generally be identified by the use of words or
phrases such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,”
“plan,” “foresee,” “project,” “believe,” “continue” or the negatives of these
terms, variations on them and other similar expressions. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause actual results to be materially different from those expressed
in or implied by such forward-looking statements. Forward-looking statements
are based largely on the Company’s expectations and judgments and are subject
to a number of risks and uncertainties, many of which are unforeseeable and
beyond our control.

The factors that could cause actual results to materially differ include,
among others: the impact of significant overcapacity in the highly competitive
commercial printing industry, which creates downward pricing pressure and
fluctuating demand for printing services; the inability of the Company to
reduce costs and improve operating efficiency rapidly enough to meet market
conditions; the impact of electronic media and similar technological changes,
including digital substitution by consumers; the impact of changes in postal
rates, service levels or regulations; the impact of changing future economic
conditions; the failure to renew long-term contracts with clients on favorable
terms or at all; the failure of clients to perform under long-term contracts
due to financial or other reasons or due to client consolidation; the failure
to successfully identify, manage, complete and integrate acquisitions and
investments; the impact of increased business complexity as a result of the
Company’s entry into additional markets; the impact of fluctuations in costs
(including labor-related costs, energy costs, freight rates and raw materials)
and the impact of fluctuations in the availability of raw materials; the
impact of regulatory matters and legislative developments or changes in laws,
including changes in privacy and environmental laws; the impact on the holders
of Quad/Graphics class A common stock of a limited active market for such
shares and the inability to independently elect directors or control decisions
due to the voting power of the class B common stock; the impact of risks
associated with the operations outside of the United States; significant
capital expenditures may be needed to maintain the Company’s platform and
processes and to remain technologically and economically competitive; and the
other risk factors identified in the Company’s most recent Annual Report on
Form 10-K, as such may be amended or supplemented by subsequent Quarterly
Reports on Form 10-Q or other reports filed with the Securities and Exchange
Commission.

Except as required by the federal securities laws, the Company undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

About Quad/Graphics

Quad/Graphics (NYSE: QUAD), a leading global printer and media channel
integrator, is redefining print in today’s multichannel media world by helping
marketers and publishers capitalize on print’s ability to complement and
connect with other media channels. With consultative ideas, worldwide
capabilities, leading-edge technology and single-source simplicity,
Quad/Graphics has the resources and knowledge to help its clients maximize the
revenue they derive from their marketing spend through channel integration,
and minimize their total cost of print production and distribution through a
fully integrated national distribution network. The Company provides a diverse
range of print solutions, media solutions and logistics services from multiple
locations throughout North America, Latin America and Europe.

Contact:

Quad/Graphics
Investor Relations:
Kelly Vanderboom, 414-566-2464
Vice President & Treasurer
Kelly.Vanderboom@qg.com
or
Media:
Claire Ho, 414-566-2955
Director of Corporate Communications
Claire.Ho@qg.com
 
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