SOURCE: Network Communications, Inc.

Network Communications, Inc.

December 27, 2010 18:51 ET

Network Communications, Inc. Announces Extension of Exchange Offer for Its Senior Notes and Reduction of the Minimum Tender Condition

LAWRENCEVILLE, GA--(Marketwire - December 27, 2010) -  Network Communications, Inc., along with its subsidiaries and affiliates ("NCI" or the "Company"), announced today the extension of its previously announced exchange offer and consent solicitation (the "Offer") for any and all of its outstanding 10¾% Senior Notes due 2013 (CUSIP No. 64125B AC5) (the "Senior Notes") and the reduction of the Minimum Tender Condition (as defined in the Offering Memorandum and Disclosure Statement dated as of November 16, 2010 (as supplemented on December 27, 2010, the "Offering Memorandum and Disclosure Statement")) to the Offer. The expiration date of the Offer has been extended to 11:59 p.m., New York City time, on January 3, 2010 (the "Expiration Date"), unless further extended or earlier terminated. The Minimum Tender Condition has been reduced from 100% to 99.9% of the aggregate principal amount of Senior Notes validly tendered and not withdrawn in the Offer (the foregoing percentage being subject to amendment by mutual agreement of the parties to the restructuring support agreement dated as of November 16, 2010, as amended, without further disclosure, extension of the expiration date or opportunity to withdraw). As of 5:00 p.m., New York City time, on December 27, 2010, the Company has received tenders and tender commitments with respect to $174.8 million aggregate principal amount of Senior Notes, representing 99.9% of the outstanding Senior Notes. All other terms of the Offer are unchanged.

The Offer is made only by, and pursuant to, the terms set forth in the Offering Memorandum and Disclosure Statement, and the information in this press release is qualified by reference to the Offering Memorandum and Disclosure Statement and the accompanying Amended Letter of Transmittal and Consent dated November 26, 2010. This press release is neither an offer to sell nor the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is also not a solicitation of consents to the proposed amendments to the Senior Notes. Any questions or requests for additional copies of the Offering Memorandum or related documents may be directed to the information agent, Kurtzman Carson Consultants, LLC at (917) 281-4800.

About NCI

Network Communications, Inc. is a leading local media company providing lead generation, advertising and Internet marketing services to the housing industry. The Company's leading brands are Apartment Finder, The Real Estate Book, DigitalSherpa, Unique Homes, New England Home and Atlanta Homes & Lifestyles. NCI has market representation in more than 500 local markets around the United States. The Company's strategy focuses on providing high-quality and measurable marketing solutions to local clients by leveraging its proprietary prospect-focused distribution and content management infrastructure. NCI distributes more than 9.4 million local print catalogs of apartments for rent and homes for sale every month through more than 300,000 distribution points; NCI's websites are leading Internet destinations for consumers looking for homes to rent or buy, with an average of 2.0 million unique users every month; and it provides Internet marketing services using social media tools to its customers.

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, may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.

Contact Information

  • 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