SGS tenders for any and all $159.5 million 12% subordinated notes

By Jennifer Chiou

New York, Sept. 12 - SGS International Inc. announced the start of a cash tender offer for any and all of its $159.5 million of 12% senior subordinated notes due 2013.

The offer will end at 11:59 p.m. ET on Oct. 9.

As previously announced, Onex Corp. agreed to acquire SGS from affiliates of Court Square Capital Partners.

The company is soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants and certain events of default and related provisions.

The company is offering $1,005.00 per $1,000 principal amount of notes, including a $5.00 consent payment to those who tender prior to 5 p.m. ET on Sept. 24.

SGS will also pay accrued interest.

The company is looking for tenders from holders of at least a majority of the notes.

The offer is conditioned on the minimum tender condition, the completion of the acquisition and the receipt of needed financing to fund the acquisition.

If any notes remain outstanding after the offer, SGS plans to redeem those notes.

Deutsche Bank Securities Inc. is the dealer manager and solicitation agent (212 250-7527 or call collect 855 287-1922). D.F. King & Co., Inc. is the tender agent and information agent (800 714-3313).

SGS International is a Louisville, Ky.-based provider of design-to-print graphic services to the consumer products packaging market.

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