|[April 28, 2014]
Quad/Graphics Closes $1.9 Billion Debt Financing
SUSSEX, Wis. --(Business Wire)--
Quad/Graphics, Inc. (NYSE: QUAD) ("Quad/Graphics" or the "Company"),
announced today that it has completed its previously announced $1.9
billion debt financing that includes refinancing, extending and
expanding its $1.6 billion senior secured credit facility consisting of
a five-year $850 million revolving line of credit (the "Revolver"), a
five-year $450 million bank term loan A (the "TLA"), and a seven-year
$300 million term loan B (the "TLB"), as well as a high-yield bond
offering of $300 million aggregate principal amount of its 7.0% senior
unsecured notes due 2022.
"We are pleased to have closed on our debt offering, which is consistent
with our ongoing disciplined approach to maintain a strong, flexible
balance sheet and create value for all our stakeholders," said Dave
Honan, Quad/Graphics Vice President and CFO. "Attractive credit markets
made this an ideal time to refinance. Amending our Revolver, TLA and TLB
facilities, and completing our inaugural high-yield bond offering of
$300 million of unsecured senior notes extends and staggers the
Company's debt maturity profile, further diversifies our capital
structure, and provides more borrowing capacity to better position our
Company to execute on its strategic goals."
Quad/Graphics expects to use the net proceeds from the TLA and TLB as
well as the $300 million unsecured senior notes offering 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.
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 of 1933, as amended.
J.P. Morgan Securities LLC, Bank of America, N.A., U.S. Bank National
Association, PNC (News - Alert) Capital Markets LLC and SunTrust Robinson Humphrey,
Inc. were the Lead Arrangers of the creit facilities.
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.
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.
[ InfoTech Spotlight's Homepage ]