American Color Receives Confirmation of Pre-Packaged Reorganization Plan; Merger with Vertis Communications Expected to Be Completed in Coming Weeks.NASHVILLE, Tenn. -- American Color Graphics The ability to display graphic images in colors. , Inc. ("the Company"/"American Color") announced today that its pre-packaged plan of reorganization has been confirmed by the U.S. Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. just 42 days after the filing of the Company's plan and related petitions. The confirmation order was signed by the Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware in Wilmington. It is expected that American Color will emerge from its pre-packaged chapter 11 within 10-20 days, at which time it will complete a planned merger with Vertis Communications. Both companies filed pre-packaged reorganization plans A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. on July 15, 2008 to implement the merger. Vertis also received confirmation of their reorganization plan from Judge Sontchi today. "During this restructuring, American Color has continued business as usual, meeting all of our obligations to our vendors, employees and customers," said Steve Dyott, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of American Color. "We are extremely pleased with our progress toward a merger with Vertis. The combined company will be able to offer customers a broader range of capabilities, production options and innovative solutions." Voluntary reorganization undertaken by the two companies will reduce the combined company's debt obligations by approximately $1 billion before transaction fees and expenses. The noteholders of American Color and Vertis will exchange their notes for an aggregate of $550 million in new notes and substantially all of the equity in the new, combined company. At exit, American Color will have access to a $250 million Senior Secured Revolving Credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. exit facility from GE Commercial Finance and a $400 million exit facility from Morgan Stanley The senior tier of arranger , to satisfy obligations under the prepackaged pre·pack·age tr.v. pre·pack·aged, pre·pack·ag·ing, pre·pack·ag·es To wrap or package (a product) before marketing. Adj. 1. plan. "The successful completion of our restructuring would not have been possible in such a short time without the dedication and support of our employees. We extend our heartfelt heart·felt adj. Deeply or sincerely felt; earnest. heartfelt Adjective sincerely and strongly felt: heartfelt thanks Adj. 1. thanks to all of them for their continuing commitment to providing our customers with the high levels of quality and service they have come to expect from us. We also appreciate that our customers, suppliers, bondholders, and others have supported us in this vision," said Mr. Dyott. "Today's action brings us one step closer to realizing the benefits of merging our two great companies. We look forward to a bright future, better positioned to meet the challenges facing our industry, with greater financial strength and new resources," concluded Mr. Dyott. Additional information on American Color's restructuring is available on the Company's website www.americancolor.com or by calling the Company's toll-free restructuring information line at (866) 739-8117. About American Color American Color is one of North America's largest and most experienced full-service premedia and print companies, with eight print locations across the continent, a TMC TMC Technology Marketing Corporation (Norwalk, Connecticut) TMC Texas Medical Center (Houston, TX) TMC Traffic Message Channel TMC The Movie Channel TMC Traffic Management Center facility, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. Expert in a full range of products such as retail, newspapers, direct mail, catalog catalog, descriptive list, on cards or in a book, of the contents of a library. Assurbanipal's library at Nineveh was cataloged on shelves of slate. The first known subject catalog was compiled by Callimachus at the Alexandrian Library in the 3d cent. B.C. , publication, packaging, book, comic, and commercial products, American Color has been an innovative industry leader for over 80 years. The Company also provides solutions and services such as asset management, photography, and digital workflow In print publishing, using the computer to lay out text and illustrations prior to creating film negatives for every page or going directly to plate. Prior to digital workflow, the typesetting and pre-press stages were far more time consuming and labor-intensive. solutions that improve the effectiveness of advertising and drive revenues for their customers. For more information, visit www.americancolor.com. About Vertis Communications Vertis Communications is a premier provider of print advertising and direct marketing solutions to America's leading retail and consumer services Consumer Services refers to the formulation, deformulation, technical consulting and testing of most consumer products, such as food, herbs, beverages, vitamins, pharmaceuticals, cosmetics, hair products, household cleaners, [paints, plastics, metals, waxes, coatings, minerals, companies. Vertis delivers marketing programs that create strategic value for clients by using proprietary customer research, database targeting technologies, premedia and media services, combined with its world-class printing expertise. Headquartered in Baltimore with over 100 locations in the U.S., Vertis Communications has been recognized as one of Fortune magazine's "Most Admired Companies" in advertising and marketing. For more information, visit www.vertisinc.com. This press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . The words "believes, "anticipates, "expects, "estimates, "plans, "intends," and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that may cause these differences include fluctuations in the cost of raw materials we use, changes in the advertising, marketing and information services See Information Systems. markets, the financial condition of our customers, actions by our competitors, changes in the legal or regulatory environment, general economic and business conditions in the U.S. and other countries, and changes in interest and foreign currency exchange rates. Completion of the merger and consummation of the pre-packaged plan are subject to the satisfaction of customary closing conditions and the receipt of necessary approvals, including approval by the Bankruptcy Court of the Chapter 11 plans referred to above. Certain additional factors could affect the outcome of the matters described in this press release. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and/or the plan support agreements Vertis and American Color Graphics executed with certain stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. ; (2) the outcome of any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. that may be instituted against the company and others; (3) the failure to satisfy other conditions to completion of the merger and/or consummation of the plans; (4) the failure of the company to obtain the financing necessary to consummate the merger and the plans; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announced transactions; (6) the ability to recognize the benefits of the merger, including any synergies that may result from the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the plan and the actual terms of certain financings that will be obtained for the merger; (8) certain events that may occur in the Chapter 11 cases, including the objections to any of the plan, and (9) the failure of any of the lenders to provide the financing contemplated by the commitment letters due to the failure of a closing condition or otherwise. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the company's ability to control or predict. Consequently, you should consider any such forward-looking statements only as our current plans, estimates, and beliefs. Even if those plans, estimates, or beliefs change because of future events or circumstances, we decline any obligation to publicly update or revise any such forward-looking statements. |
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