For Immediate Release
November 17th, 2010
 
 
 

NCI LAUNCHES EXCHANGE OFFER FOR ITS SENIOR NOTES

(LAWRENCEVILLE, GA) -- November 17, 2010   Lawrenceville, GA (November 17, 2010) – Network Communications, Inc., along with its subsidiaries and affiliates (“NCI” or the “Company”) announced today that it will seek to implement its previously announced financial restructuring (the “Restructuring”) by launching an exchange offer with the holders of its existing 10Ύ% Senior Notes due 2013, in the aggregate principal amount of $175 million (the “Senior Notes”) whereby the holders of the Senior Notes will be asked to exchange their existing Senior Notes in return for their pro rata share of New Common Stock of NCI and their pro rata share of new senior subordinated pay-in-kind notes in an aggregate principal amount of up to $45 million (the “New Securities” and collectively, the “Exchange Offer”). The closing of the Exchange Offer is conditioned upon, among other things, (a) 100% (which percentage may be modified by mutual agreement of the Company and its stakeholders) of the aggregate principal amount of Senior Notes being validly tendered and not withdrawn and (b) 100% of the lenders under the Company’s senior bank credit facilities executing an amended and restated credit agreement (the “New Credit Agreement” and, collectively, the “Minimum Tender Condition”).

If the Exchange Offer is unsuccessful, as a result of a failure to satisfy the Minimum Tender Condition or otherwise, the Company will seek to implement the Restructuring by commencing cases under chapter 11 of the U.S. Bankruptcy Code and seeking confirmation of a prepackaged plan of reorganization (the “Prepackaged Plan”). Therefore, in connection with the Exchange Offer, the Company is simultaneously soliciting acceptances of the Prepackaged Plan as an alternative to the Exchange Offer.

The Exchange Offer is scheduled to expire at 11:59 P.M., New York City Time, on December 15, 2010, unless extended or earlier terminated by the Company with the consent of certain of the Company’s key stakeholders. Tendered Senior Notes may be validly withdrawn at any time prior to the expiration time.

The New Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Exchange Offer and consent solicitation will be made only to qualified institutional buyers and institutional accredited investors inside the United States and to certain non-U.S. investors located outside the United States.

This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This announcement is also not a solicitation of consents to the proposed amendments to the Senior Notes. This announcement is being issued pursuant to and in accordance with Rule 135c of the Securities Act of 1933. No recommendation is made as to whether the holders of Senior Notes should tender their Senior Notes for exchange in the Exchange Offer.

Forward-Looking Statements

Statements in this release which are not purely historical facts, including statements about forecasted financial projections or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to the Company on the date this release was submitted. 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. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements.

Contacts

Gerard Parker, CFO, NCI, 770-962-7220 ext 24234, e-mail: gparker@nci.com
Tami McCarthy, TMG Public Relations, 212-300-6430, e-mail: tami@tmgpr.com


SOURCE Network Communications, Inc.