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
$400,000,000 aggregate principal amount of its notes, including up
to $100,000,000 of its 7.250% Notes due May 15, 2018 (the "2018
Notes"), up to $250,000,000 of its 8.250% Notes due March 15, 2019
(the "2019 Notes") and up to $50,000,000 of its 7.625% Notes due
June 15, 2020 (the "2020 Notes", and together with the 2018 Notes
and 2019 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Securities validly tendered and not validly withdrawn at or prior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 19, 2014 (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 |
7.250% Notes due May 15, 2018 |
257867AX9 |
$350,000,000 |
$100,000,000 |
$276,569,000 |
$100,000,000 |
36.16% |
8.250% Notes due March 15, 2019 |
257867AY7 |
$450,000,000 |
$250,000,000 |
$211,039,000 |
$211,039,000 |
100.00% |
7.625% Notes due June 15, 2020 |
257867AW1 |
$400,000,000 |
$50,000,000 |
$130,597,000 |
$50,000,000 |
38.29% |
RR Donnelley announced that it has accepted for payment all of
the $211,039,000 aggregate principal amount of 2019 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been validly tendered and not validly withdrawn prior to the Early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 and 2020
Notes tendered exceeded the relevant Maximum Principal Amount to be
Accepted (as set forth in the table above) for the 2018 Notes and
2020 Notes as of the Early Tender Date, RR Donnelley has accepted
validly tendered 2018 Notes and 2020 Notes on a pro rated basis
(rounded downward such that the 2018 Notes and 2020 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 36.16% for the 2018 Notes and approximately 38.29%
for the 2020 Notes. To the extent that pro rated acceptance of the
2018 Notes and 2020 Notes would have resulted in less than the
authorized minimum denomination of $2,000 being returned to a
holder, RR Donnelley has rejected all of such holder's
notes.
Accordingly, RR Donnelley announced that it has accepted for
payment $100,000,000 aggregate principal amount of 2018 Notes and
$50,000,000 aggregate principal amount of 2020 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 or 2020
Notes for purchase. Holders who have not already tendered
their 2019 Notes may continue to do so at any time at or prior to
11:59 p.m., New York City time, on April 2, 2014, 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 19,
2014 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 2019 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 2019 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 2019 Notes is sufficient to allow us
to accept some, but not all of the validly tendered 2019 Notes, the
amount of 2019 Notes purchased will be prorated based on the
aggregate principal amount of 2019 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 2019 Notes tendered and the proration factor applied, if
the principal amount of 2019 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
2019 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 March 6, 2014 (the "Offer to Purchase") and the
related Letter of Transmittal dated March 6, 2014 (the "Letter of
Transmittal"), each as amended by the press release issued March 6,
2014, 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, ING and Loop
Capital Markets 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 (980) 388-3646 (collect), ING at (646) 424-6000 or Loop
Capital Markets at (888) 294-8898 (toll free) or (312)
913-2275. Requests for documents and questions regarding the
tender of securities may be directed to Global Bondholder Services
Corporation at (866) 470-3800 (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, helps
organizations communicate more effectively by working to create,
manage, produce, distribute and process content on behalf of its
customers. The Company assists customers in developing and
executing multichannel communication strategies that engage
audiences, reduce costs, drive revenues and increase compliance.
R.R. Donnelley's innovative technologies enhance digital and print
communications to deliver integrated messages across multiple media
to highly targeted audiences at optimal times for clients in
virtually every private and public sector. Strategically located
operations provide local service and responsiveness while
leveraging the economic, geographic and technological advantages of
a global organization.
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"
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and 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
Investor Relations
312-326-8155
david.a.gardella@rrd.com
RR Donnelley Media Contact:
Phyllis Burgee
Director, Communications
630-322-6093
phyllis.burgee@rrd.com
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