RR Donnelley Announces Early Tender Date Results of its Maximum Tender Offer for its 4.95% Notes Due May 15, 2010
03 September 2009 - 9:16AM
Business Wire
R.R. Donnelley & Sons Company (NASDAQ:RRD) (“RR
Donnelley” or the “Company”) today announced the early tender date
results of its offer to purchase (the “Maximum Tender Offer”) up to
$175 million in aggregate principal amount (the “Maximum Tender
Amount”) of its 4.95% Notes due May 15, 2010 (the “2010
Notes”).
RR Donnelley received early tenders in respect of $171,496,000
aggregate principal amount of 2010 Notes as of 5:00 p.m., New York
City time, on September 2, 2009. Holders who have not already
tendered the 2010 Notes may continue to do so at any time at or
prior to 11:59 p.m., New York City time, on September 16, 2009 (the
“Maximum Tender Offer Expiration Date”), unless RR Donnelley
extends or earlier terminates the Maximum Tender Offer. However,
such holders will not be entitled to receive any early tender
premium, except in the case of any 2010 Notes that were tendered
prior to 5:00 p.m., New York City time, on September 2, 2009 and
which are ultimately accepted for purchase. Withdrawal rights for
the tender offers have expired.
The Maximum Tender Offer is being made pursuant to an Offer to
Purchase dated August 19, 2009 (the “Offer to Purchase”) and the
related Letter of Transmittal dated August 19, 2009 (the “Letter of
Transmittal”), which sets forth a complete description of the terms
of the offers. Holders of 2010 Notes are urged to read the Offer to
Purchase and the related Letter of Transmittal carefully before
making any decision with respect to the Maximum Tender Offer. The
Maximum Tender Offer is conditioned on the satisfaction of certain
conditions set forth in the Offer to Purchase.
RR Donnelley has retained J.P. Morgan Securities Inc. and BofA
Merrill Lynch to serve as dealer managers for the tender offers.
Global Bondholder Services Corporation has been retained to serve
as the depositary and information agent.
For additional information regarding the terms of the tender
offers, please contact: J.P. Morgan Securities Inc. at (866)
834-4666 (toll free) or (212) 834-3506 (collect) and BofA Merrill
Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect).
Requests for documents and questions regarding the tender of
securities may be directed to Global Bondholder Services
Corporation at (866) 540-1500 (toll free) or (212) 430-3774
(collect).
Copies of the Offer to Purchase and the Letter of Transmittal
related to the tender offer may also be obtained at no charge from
Global Bondholder Services Corporation.
Neither RR Donnelley, its board of directors, the information
agent and depositary nor the dealer managers make any
recommendation as to whether holders of the notes should tender or
refrain from tendering the notes. Holders of the notes must decide
how many notes to tender, if any.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell securities. The tender offer is being made solely by means
of the Offer to Purchase and the related Letter of Transmittal,
which are being distributed to holders of notes by RR Donnelley.
The tender offer is not being made in any jurisdiction in which
such offer, solicitation or acceptance of thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction where the laws require a tender
offer to be made by a licensed broker or dealer, the tender offer
will be deemed to be made on behalf of RR Donnelley by the dealer
managers, or one or more registered brokers or dealers under the
laws of such jurisdiction.
About RR Donnelley
RR Donnelley (NASDAQ: RRD) is a global provider of integrated
communications. Founded more than 144 years ago, the company works
collaboratively with more than 60,000 customers worldwide to
develop custom communications solutions that reduce costs, enhance
ROI and ensure compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to leading clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Corporate Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
Use of Forward-Looking Statements
This news release may contain "forward-looking statements" as
defined in the U.S. Private Securities Litigation Reform Act of
1995. Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements speak only as
of the date of this news release and are based on current
expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ
materially from such forward-looking statements. Readers are
strongly encouraged to read the full cautionary statements
contained in RR Donnelley's filings with the SEC. RR Donnelley
disclaims any obligation to update or revise any forward-looking
statements.
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