Courier Receives Unsolicited Bid from RR Donnelley
January 27, 2015—Courier Corp., one of America’s leading innovators in book manufacturing, publishing and content management, announced today that it has received a non-binding, unsolicited proposal from RR Donnelley & Sons Company (RRD) to acquire the company for $23.00 per share in cash or RR Donnelley common stock, subject to proration in the event that shareholders elect to receive more than approximately 49 percent cash or more than approximately 51 percent stock. The RR Donnelley proposal is subject to, among other things, various closing conditions, Courier shareholder approval and regulatory approvals.
Consistent with its fiduciary duties, Courier’s board of directors, in consultation with its independent legal and financial advisors, will carefully review and consider the RR Donnelley proposal.
As announced on Jan. 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics Inc., a leading global printer, under which Quad/Graphics will acquire Courier in a cash and stock transaction. Under the terms of the merger agreement, Courier shareholders will receive a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics Class A common stock, subject to proration in the event that shareholders elect to receive more than 54 percent cash or more than 46 percent stock.
In connection with its unanimous approval of the Quad/Graphics merger, Courier’s board of directors voted to recommend that Courier shareholders approve the merger agreement. Courier’s board of directors has not changed its recommendation in support of the merger with Quad/Graphics.
Courier will have no further comment on RR Donnelley’s proposal until the board has completed its review. Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to Courier Corp., and Goodwin Procter LLP is serving as legal counsel.
(Editor's Note: According to BizTimes.com, the SEC filing related to Quad/Graphics' proposed acquisition of Courier also contains a stipulation that Courier must pay Quad/Graphics a termination fee of $10 million if Courier opts to accept a higher bid from another company.)
Source: Courier Corp.
FASTSIGNS Secures $15 Million in Franchise Expansion Funding
CARROLLTON, Texas – Due to continued high growth and increased demand in franchise opportunities, FASTSIGNS International, Inc. has expanded its relationship with Benetrends to provide up to $15 million in funds to start-up and expanding franchisees for new center development. Benetrends has long partnered with FASTSIGNS® as a provider of 401(k) rollover funding, or its Rainmaker Plan.
“We are proud to partner with Benetrends to provide new and existing FASTSIGNS franchisees with access to millions in capital, with an expedited SBA loan approval process and attractive terms,” stated Catherine Monson, CEO of FASTSIGNS. “This expanded relationship with Benetrends will help us maintain our industry leading position and further fuel our growth.”
The company’s previous agreement with Benetrends allowed for assistance in helping FASTSIGNS franchisees utilize their qualified 401(k) or IRA to fund the opening of their franchises. This extended partnership will help the burgeoning franchise continue its franchise growth momentum, having signed 45 new franchise agreements in 2014 and plans to sign more than 50 by year’s end in North America.
“We have a great partnership with FASTSIGNS and are excited to accelerate their growth by allocating $15 million in funds to their franchisees,” said Rocco Fiorentino, president and CEO of Benetrends Financial. “The company’s high franchisee satisfaction, top performing unit level economics and innovation make them an ideal partner in our proprietary franchise fund program.”
With its 30-plus year history, Benetrends is a trusted leader in franchise and small business financing. The company’s proprietary franchise fund was created at the beginning of 2014 to help International Franchise Association franchisor members provide qualified candidates with direct access to capital. As a member of the Benetrends proprietary fund, FASTSIGNS and its franchisees benefit from a simplified qualification process, dedicated loan officer from application to closing, consistent communication with lender and single point of contact, and access to experienced Preferred Lenders Program (PLP) SBA lenders. Franchisees also receive a loan proposal within two business days of receiving the initial application and loan commitments within 10 business days of receiving a loan package.
Because of this new agreement with Benetrends and an existing partnership with Franchise America Finance™, the worldwide franchisor of more than 570 FASTSIGNS sign, graphics and visual communications centers now has $21 million in funding available for franchisees, including those who purchase existing FASTSIGNS centers.
Quad/Graphics to Acquire Courier Corp. for $260M
Quad/Graphics Inc. and Courier Corp. jointly announced a definitive agreement by which Quad/Graphics will acquire Courier, a leading innovator in book manufacturing, publishing and content management. The acquisition accelerates Quad/Graphics’ three-year strategy to transform its book platform, which the company announced earlier this week.
Under terms of the agreement, Quad/Graphics will acquire Courier in a transaction valued at approximately $260 million, including approximately $25 million in net debt and capital leases as of Dec. 31, 2014. Quad/Graphics will pay Courier shareholders the equivalent of a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics common stock, subject to proration in the event that shareholders elect to receive more than 54 percent cash or more than 46 percent stock. Quad/Graphics will pay an aggregate amount consisting of approximately $129 million in cash and approximately 4.8 million shares.
USPS Increase Targets Business Users
The Postal Service told customers on January 15, 2015 that the 1.966% rate increase, restricted by its annual price cap to the rate of inflation, would bring in about $900m in additional revenue including $400m in the 2015 financial year. The federal agency generated $67.8bn total revenue in 2014.
The rate rise does include the surcharge USPS has been applying to counter the financial impacts of the 2008-09 recession on its services, as permitted by the Postal Regulatory Commission.
Rate changes among the five major service classes include a 1.949% increase for First-Class Mail, 1.886% increase for Standard Mail, 1.965% increase for Periodicals, 1.964% increase for Package Services and 0.234% increase for Special Services.
If the regulator approves the price increase, it is scheduled to take effect from 26th April.
The Postal Service said it will be running various industry webinars to provide more detail about the proposed price changes.
USPS said it will be leaving the price of its single-piece one-ounce stamped First Class Mail letter at 47, and its Forever Stamps at 49 cents. But, additional ounces for letters will rise by a cent to 22c, with letters to all international destinations rising by 5c (4.3%) to $1.20, and postcard rates rising by a cent to 35c.
Metered single-piece letters will see prices rise by half a cent (1.1%) to 46.5c.
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Verso Acquires NewPage
MEMPHIS, TN—January 7, 2015—Verso Corp. (NYSE:VRS), a leading North American producer of printing and specialty papers and pulp, today announced the completion of its acquisition of NewPage Holdings. The transaction, valued at approximately $1.4 billion, originally was announced on January 6, 2014. With the completion of the NewPage acquisition, Verso will have approximately $3.5 billion in annual sales and approximately 5,800 employees in eight mills across six states.
"The combination of Verso and NewPage creates a stronger, more stable company with an effective strategy to weather industry headwinds and reduce operating costs, while ensuring our customers continue to benefit from the distinctive quality and service that they have come to expect from us," said David Paterson, Verso's president and CEO. "We continue to face increased competition from electronic substitution for print and from international producers, but as a larger, more efficient organization with a sustainable capital structure, we are better positioned to deliver solid results despite the industry's continuing challenges."
The combination is expected to result in substantial cost synergies over the next 18 months. "With the complementary asset base and shared strategic focus on coated paper manufacturing, this acquisition represents a relatively low integration risk, so we remain confident that we can deliver the synergies within the expected timeframe," Paterson noted.
"This combination and the related financial transactions have created value for the securities holders of both companies," said Mark Angelson, chairman of NewPage. "Our customers, our employees and the communities in which they live and work will be in able hands with the new Verso team as they navigate the turbulent waters of this challenging industry. I thank our directors and management for a job well done in safely landing our ship, and wish the Verso team well going forward."
Divestiture of Biron and Rumford Mills
In a related transaction, immediately prior to Verso's acquisition of NewPage, NewPage completed the divestiture of its paper mill in Biron, WI, and its pulp and paper mill in Rumford, ME, to Catalyst Paper Operations, a subsidiary of Catalyst Paper. The divestiture, originally announced on October 30, 2014, was undertaken pursuant to a settlement with the United States Department of Justice that enabled the NewPage acquisition to proceed.
Promptly after the NewPage acquisition was completed, Verso changed its name from Verso Paper Corp. to Verso Corp. The name change symbolizes Verso's intention to broaden its business platform and seek alternative revenue streams to augment its core printing papers, specialty papers and pulp segments. Verso's ticker symbol on the New York Stock Exchange (NYSE:VRS) will remain the same. Verso's Website address has been changed to www.versoco.com.