UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2013
Appvion, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-82084 | 36-2556469 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 825 East Wisconsin Avenue, P.O Box 359, Appleton, Wisconsin | 54912-0359 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 920-734-9841
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER EVENTS
On November 19, 2013, Appvion, Inc. (“Appvion”) announced that it has closed its previously announced offering of $250 million aggregate principal amount 9.000% Second Lien Senior Secured Notes due 2020 in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is incorporated by reference herein.
The press release attached hereto as Exhibit 99.1 does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described therein. The securities have not been registered under the Securities Act, or qualified under any state securities laws or the laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit 99.1 | Press Release, dated November 19, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2013
| Appvion, Inc. | ||
| By: | /s/ Thomas J. Ferree | |
| Name: | Thomas J. Ferree | |
| Title: | Chief Financial Officer | |
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release, dated November 19, 2013. | |
Exhibit 99.1
APPVION, INC. ANNOUNCES CLOSING OF SECOND LIEN SENIOR SECURED NOTES OFFERING
APPLETON, WI — November 19, 2013 — Appvion, Inc. (“Appvion”), formerly Appleton Papers Inc., announced today the closing of its previously announced offering of $250 million aggregate principal amount of Second Lien Senior Secured Notes due 2020 (the “Notes”) in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold to investors at a price of 98.501% of the principal amount thereof and will bear interest at a rate equal to 9.000% per annum.
Contemporaneously with the closing of the offering of the Notes, Appvion irrevocably deposited approximately $238.2 million with U.S. Bank National Association, in its capacity as the trustee for Appvion’s 9 3⁄4% Senior Subordinated Notes due 2014 (the “9 3⁄4% Notes”) and the trustee for Appvion’s 11.25% Second Lien Notes due 2015 (“11.25% Notes,” and together with the 9 3⁄4% Notes, the “Existing Notes”), to redeem all of its outstanding Existing Notes on December 19, 2013. The amount deposited with U.S. Bank National Association includes payment of principal amounts, accrued and unpaid interest on the Existing Notes and an estimated make-whole premium payable to the holders of the 11.25% Notes. Pursuant to the terms of the indenture governing the 11.25% Notes, the final make-whole premium will be determined on December 17, 2013. Subject to any adjustment to the amount of funds deposited with U.S. National Association to reflect the final make-whole premium payable to holders of the 11.25% Notes, Appvion intends to use the remaining amount of the net proceeds to pay fees and expenses related to the redemption of the Existing Notes and the offering of the Notes and to repay amounts outstanding under Appvion’s revolving credit facility.
The Notes are jointly and severally guaranteed by Appvion’s parent, Paperweight Development Corp. and certain of Appvion’s subsidiaries (collectively, the “Guarantees”). The Notes are secured by a second priority lien on substantially all of Appvion’s assets, and the Guarantees are secured by a second priority lien on substantially all of the assets of the guarantors.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The securities have not been registered under the Securities Act or qualified under any state securities laws or the laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The securities described herein were offered inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act.
Cautionary Notice Regarding Forward-Looking Statements
The matters discussed in this news release may include forward-looking statements, which could involve a number of risks and uncertainties. When used in this press release, the words “will,” “believes,” “intends,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those expressed in, or implied by, such forward-looking statements. Except as expressly required by the federal securities laws, Appvion undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements.
| Media Contact: | Bill Van Den Brandt | |
| Senior Manager, Corporate Communications | ||
| 920-991-8613 | ||
| bvandenbrandt@appvion.com |