R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced the early tender date results of its
offers (the "Tender Offers") to purchase for cash up to
$500,000,000 aggregate principal amount of its notes, including up
to $300,000,000 of its 6.125% Notes due January 15, 2017 (the "2017
Notes"), up to $150,000,000 of its 8.600% Notes due August 15, 2016
(the "2016 Notes") and up to $50,000,000 of its 7.25% Notes due May
15, 2018 (the "2018 Notes", together with the 2017 Notes and 2016
Notes, the "Securities").
The following table sets forth the Securities that are subject
to the Tender Offers as well as the aggregate principal amounts of
Securities validly tendered and not validly withdrawn at or prior
to 5:00 p.m., New York City time, on March 13, 2013 (the "Early
Tender 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 Accepted
for Payment |
Approximate Percentage Accepted of
Principal Amount Tendered |
6.125% Notes due January 15, 2017 |
257867AT8 |
$525,000,000 |
$300,000,000 |
$172,196,000 |
$172,196,000 |
100% |
8.600% Notes due August 15, 2016 |
257867AV3 |
$350,000,000 |
$150,000,000 |
$129,363,000 |
$129,363,000 |
100% |
7.25% Notes due May 15, 2018 |
257867AX9 |
$600,000,000 |
$50,000,000 |
$242,741,000 |
$50,000,000 |
20.6% |
RR Donnelley announced that it has accepted for payment all of
the $172,196,000 aggregate principal amount of 2017 Notes and all
of the $129,363,000aggregate principal amount of 2016 Notes that
have been validly tendered and not validly withdrawn prior to the
Early Tender Date and expects to make payment on such notes
today.
As described in the Offer to Purchase (as defined below),
because the aggregate principal amount of the 2018 Notes tendered
exceeded the relevant Maximum Principal Amount to be Accepted (as
set forth in the table above) for the 2018 Notes as of the Early
Tender Date, RR Donnelley has accepted validly tendered 2018 Notes
on a pro rated basis (rounded downward such that the 2018 Notes
purchased will be in integral multiples of $1,000, but not less
than the minimum principal amount to be accepted) with a pro ration
factor of approximately 20.6%. To the extent that pro rated
acceptance of the 2018 Notes would have resulted in less than the
authorized minimum denomination of $2,000 being returned to a
holder, RR Donnelley has accepted all of such holder's notes.
Accordingly, RR Donnelley announced that it has accepted for
payment $50,000,000 aggregate principal amount of 2018 Notes that
had been validly tendered and not validly withdrawn prior to the
Early Tender Date and expects to make payment on such notes
today.
RR Donnelley will not accept any additional 2018 Notes for
purchase. Holders who have not already tendered their 2017 Notes or
2016 Notes may continue to do so at any time at or prior to 11:59
p.m., New York City time, on March 27, 2013, unless RR Donnelley
extends or earlier terminates the Tender Offer. However, such
holders will not be entitled to receive any early tender premium,
except in the case of any Securities that were tendered prior to
5:00 p.m., New York City time, on March 13, 2013 and which were
accepted for purchase. No tenders will be valid if submitted after
the applicable expiration date. Withdrawal rights for the
Tender Offers have expired.
As described in the Offer to Purchase, if the aggregate
principal amount for the 2017 Notes or 2016 Notes that are validly
tendered exceeds the Maximum Principal Amount to be Accepted (as
set forth in the table above), RR Donnelley will accept for payment
only such portion of the 2017 Notes or 2016 Notes that does not
result in an aggregate principal amount purchased that is above the
Maximum Principal Amount to be Accepted. If the Maximum Principal
Amount to be Accepted with respect to the 2017 Notes or 2016 Notes
is sufficient to allow us to accept some, but not all of the
validly tendered 2017 Notes or 2016 Notes, the amount of 2017 Notes
or 2016 Notes purchased will be prorated based on the aggregate
principal amount 2017 Notes or 2016 Notes validly tendered, rounded
down to the nearest integral multiple of $1,000, but not less than
the minimum principal amount to be accepted. Depending on the
amount of 2017 Notes or 2016 Notes tendered and the proration
factor applied, if the principal amount of 2017 Notes or 2016 Notes
returned to a holder as a result of proration would result in less
than the authorized minimum denomination of $2,000 being returned,
RR Donnelley will have the option to reject or accept all of such
holder's validly tendered 2017 Notes or 2016 Notes. RR
Donnelley reserves the right to increase the Maximum Principal
Amount to be Accepted at any time, subject to compliance with
applicable law.
The Tender Offers are being made pursuant to an Offer to
Purchase dated February 28, 2013 (the "Offer to Purchase") and the
related Letter of Transmittal dated February 28, 2013 (the "Letter
of Transmittal"), each as amended by the press release issued March
1, 2013, which set forth a complete description of the terms of the
Tender Offers. Holders of the Securities are urged to read the
Offer to Purchase and the related Letter of Transmittal carefully
before making any decision with respect to the Tender Offers. The
Tender Offers are conditioned on the satisfaction of certain
conditions set forth in the Offer to Purchase.
RR Donnelley has retained BofA Merrill Lynch, J.P. Morgan, PNC
Capital Markets LLC and US Bancorp 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
the Tender Offers.
For additional information regarding the terms of the Tender
Offers, please contact: BofA Merrill Lynch at (888) 292-0070 (toll
free) or (646) 855-3401 (collect), J.P. Morgan at (800) 245-8812
(toll-free) or (212) 270-1200 (collect), PNC Capital Markets LLC at
(412) 762-8420 or US Bancorp at (877) 558-2607 (toll free) or (612)
336-7604 (collect). Requests for documents and questions
regarding the tender of securities may be directed to Global
Bondholder Services Corporation at (866) 873-6300 (toll free) or
(212) 430-3774 (collect).
Copies of the Offer to Purchase and the Letter of Transmittal
related to the Tender Offers 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 Securities should
tender or refrain from tendering the Securities. 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 Offers are 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 Offers are 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 Offers 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), a Delaware corporation, 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, drive
top line growth, 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 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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