Disclosure Pursuant to U.S. Treasury Regulation Section 1.1273-2(f)(9)
Cenveo Corporation (“Cenveo”) is publishing this notice, pursuant to the requirements of U.S. Treasury Regulation Section 1.1273-2(f) (the “Regulation”) with respect to the Exchange Offer transaction described below. The Regulation requires the issuer of a debt instrument to determine whether the debt instrument is “traded on an established market (publicly traded)” as provided by the Regulation and, if so, the fair market value of the debt instrument. The Regulation requires that the issuer make this information available to holders in a commercially reasonable fashion, including by electronic publication, within 90 days of the date of the issue of the debt instrument.
Exchange Offer Transaction
On June 10, 2016, Cenveo, a wholly-owned subsidiary of Cenveo, Inc. (“Parent”), closed on an exchange offer whereby approximately 80% of its outstanding 11.500% Senior Notes due 2017 were exchanged for newly issued 6.000% Senior Notes due 2024 (the “6.000% Senior Notes”) and warrants to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of the Parent representing in the aggregate 16.6% of the outstanding Common Stock of the Parent as of June 10, 2016.
Notice to Holders of the 6.000% Senior Notes
Pursuant to the requirements of the Regulation, based upon information reasonably available, Cenveo has made the following determinations with respect to the 6.000% Senior Notes and hereby notifies the holders of the 6.000% Senior Notes that:
The 6.000% Senior Notes (CUSIP Number 15671BAM3) are “traded on an established market” within the meaning of U.S. Treasury Regulation Section 1.1273-2. The fair market value “issue price” of the 6.000% Senior Notes within the meaning of U.S. Treasury Regulation Section 1.1273-2 is 90.75% (expressed as a percentage of face amount).
As provided by the Regulation, these determinations are binding upon all holders of the 6.000% Senior Notes unless such holder explicitly discloses, in accordance with the requirements of the Regulation, that its determination is different from Cenveo’s determination on the holder’s timely filed U.S. federal income tax return for the taxable year that includes its acquisition date of the 6.000% Senior Notes.
This notice is only intended to fulfill Cenveo’s notification obligation under the Regulation and does not constitute tax advice. Cenveo advises each holder of the 6.000% Senior Notes to consult its own tax adviser regarding the implications of this notification on the determination of the holder’s income tax liabilities.