Quad/Graphics Announces Pricing of $300 Million Offering of Senior Notes
SUSSEX, Wis. -- April 11, 2014
Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics” or the “Company”), announced
today that it has priced a private offering of $300 million of its 7% senior
notes due 2022. The offering is expected to close on April 28, 2014.
Quad/Graphics expects to use the net proceeds from the notes offering and the
previously announced 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 were offered only to qualified
institutional buyers in reliance on the exemption from registration set forth
in Rule 144A under the Securities Act of 1933, as amended (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.
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
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.
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.
Investor Relations Contact:
Vice President & Treasurer, Quad/Graphics
Director of Corporate Communications, Quad/Graphics
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