RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers
27 March 2012 - 9:30PM
R.R. Donnelley & Sons Company (Nasdaq:RRD) ("RR Donnelley" or
the "Company") today announced the expiration and final results of
its offers (the "Tender Offers") to purchase for cash up to
$450,000,000 aggregate principal amount of its notes, including up
to $350,000,000 of its 4.95% Notes due April 1, 2014 (the "2014
Notes") and up to $100,000,000 of its 5.50% Notes due May 15, 2015
(the "2015 Notes", together with the 2014 Notes, the "Securities").
The following table sets forth information regarding the
Securities that were subject to the Offers and the results of the
Offers, including the aggregate principal amounts of Securities
validly tendered and not validly withdrawn at or prior to 11:59
p.m., New York City time, on March 26, 2012 (the "Expiration
Date").
Title of Securities |
CUSIP Numbers |
Aggregate Principal Amount
Outstanding |
Maximum Principal Amount to Be
Accepted |
Aggregate Principal Amount Tendered
as of the Early Tender Date |
Aggregate Principal Amount Tendered
as of the Expiration Date |
Principal Amount
Accepted |
4.95% Notes due 2014 |
257867AM3 257867AL5 |
$600,000,000 |
$350,000,000 |
$340,534,000 |
$341,759,000 |
100% |
5.500% Notes due 2015 |
257867AR; 257867AQ4 |
$400,000,000 |
$100,000,000 |
$192,211,000 |
-- |
-- |
As of the Expiration Date, the aggregate principal amount of
2014 Notes tendered was $341,759,000, of which $340,534,000 were
tendered prior to 5:00 p.m., New York City time, on March 12, 2012
(the "Early Tender Date") and were accepted for payment on the
early tender settlement date on March 13, 2012. RR Donnelley
announced that it has accepted for payment all of the $1,225,000
aggregate principal amount of 2014 Notes that had been validly
tendered after the Early Tender Date and prior to the Expiration
Date, and expects to make payment on such 2014 Notes
today. The holders of such 2014 Notes tendered after the Early
Tender Date will not receive an early tender premium.
RR Donnelley previously announced that it accepted for payment
the maximum aggregate principal amount of 2015 Notes ($100,000,000
aggregate principal amount) that had been validly tendered and not
validly withdrawn prior to the Early Tender Date. RR Donnelley
made payment for such notes on March 13, 2012. As a result, RR
Donnelley announced that it would not accept any additional 2015
Notes for purchase. Accordingly, any additional 2015 Notes
that were tendered after the Early Tender Date were not considered
validly tendered and will be returned.
The Offers were made pursuant to an Offer to Purchase dated
February 28, 2012 (the "Offer to Purchase") and the related Letter
of Transmittal dated February 28, 2012 (the "Letter of
Transmittal"), which set forth a complete description of the terms
of the Tender Offers.
BofA Merrill Lynch, Citigroup and Mitsubishi UFJ Securities
served as dealer managers for the Offers. Global Bondholder
Services Corporation served as the depositary and information
agent.
For additional information regarding the terms of the Offers,
please contact: BofA Merrill Lynch at (888) 292-0070 (toll free) or
(646) 855-3401 (collect), Citigroup at (800) 558-3745 (toll free)
or (212) 723-6106 (collect) or Mitsubishi UFJ Securities at (877)
649-6848 (toll free). Requests for documents and questions
regarding the tender of securities may be directed to Global
Bondholder Services Corporation at (866) 857-2200 (toll free) or
(212) 430-3774 (collect).
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 Offers were made solely by means of
the Offer to Purchase and the related Letter of Transmittal, which
were distributed to holders of Securities by RR Donnelley. The
Tender Offers were not 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
Offers were 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. The company works collaboratively with more
than 60,000 customers worldwide to develop custom communications
solutions that reduce costs, enhance return on investment 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
products and 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
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.
CONTACT: RR Donnelley Investor Contact:
Dave Gardella
Senior Vice President
Finance
312-326-8155
david.a.gardella@rrd.com
RR Donnelley Media Contact:
Doug Fitzgerald
Executive Vice President
Communications
630-322-6830
doug.fitzgerald@rrd.com
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