Half a Loaf is Better than None – March 2024 M&A Activity

Chatham Asset Management, the owner of R.R. Donnelley (“RRD”), the country’s largest printing company, tried and failed last year to acquire the entirety of Vericast. Not to be denied, however, Chatham has now settled on a partial acquisition of its target. With the tenacity that has characterized Chatham Asset Management in their pursuit of acquisition targets, Chatham persevered and has now successfully bit off a major chunk of Vericast which includes the legacy print and marketing business formerly known as Valassis. Chatham’s latest offer was under the RRD umbrella, the company they wrestled Atlas Holding to the mat to acquire. (For more, see The Target Report: Slugfest Breaks Out Over RR Donnelley – November 2021.)

In the Spring of 2023, Chatham submitted an offer to buy all of Vericast for $2.85 billion, reportedly an amount equal to Vericast’s debt at the time. It was a classic loan-to-own strategy: Chatham owned nearly half of Vericast’s debt, with first and second-lien positions in much of that debt.

The owner of Vericast, Ronald Perelman’s holding company MacAndrews & Forbes, turned down Chatham’s offer last year, despite Vericast’s precarious position with several tranches of high-interest loans due over the next four years, some of which were trading at 70 cents on the dollar. Perelman, one of the most famous buyout kings, known for his long history of acrimonious dealmaking (Revlon, Gillette, Sunbeam, Barkin, and many more) entered the printing industry in 2011 with the take-private acquisition of check printing company Harland Clarke and related entities. Harland Clarke subsequently acquired the retail insert company Valassis in 2013. In an attempt to shed its historical print-centric brand names, the company was rebranded in 2020 as Vericast.