R.R. Donnelley & Sons Company (“RR Donnelley” or the
“Company”) (NYSE: RRD) today announced the early tender results for
the previously announced cash tender offers to purchase a portion
of its outstanding debt securities as set forth in the tables
below. The tender offers include third-party cash tender offers
(the “Third-Party Offers”) by Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC (collectively, the
“Third-Party Purchasers” and, together with the Company, the
“Purchasers”) and separate cash tender offers by the Company (the
“Company Offers” and, together with the Third-Party Offers, the
“Offers”). The Company also announced that the Third-Party
Purchasers have increased the aggregate purchase price (excluding
accrued and unpaid interest) of the Company’s outstanding debt
securities set forth in the table immediately below (collectively,
the “2020-2021 Notes”) that the Third-Party Purchasers are
purchasing (the “Third-Party Maximum Tender Payment”) from
$90,000,000 to $125,000,000, subject to the acceptance priority
levels (the “2020-2021 Acceptance Priority Levels”) set forth in
the table immediately below.
As of 5:00 p.m., New York City time, on June 5, 2017 (the “Early
Tender Date”), the principal amounts of 2020-2021 Notes listed in
the table immediately below had been validly tendered and not
withdrawn.
Per $1,000
principal amount of Notes Tendered Principal
2020-2021 Title of CUSIP
Amount Principal Amount Acceptance Priority
Tender Offer Early Tender Total
Security Number/ISIN Outstanding
Tendered Level
Consideration Premium
Consideration(1)
7.625% Notes due 257867AW1/ 2020 US257867AW18
$350,000,000 $210,079,000 1 $1,090.00
$30.00 $1,120.00 7.875% Notes due 74978DAA2/ 2021
US74978DAA28 $450,000,000 $243,430,000 2
$1,070.00 $30.00 $1,100.00
_______________
(1) Includes Early Tender Premium.
The tender offers also include the Company Offers for the
Company’s outstanding debt securities set forth in the table
immediately below (collectively, the “2023-2029 Notes” and,
together with the 2020-2021 Notes, the “Notes” and each a “series”
of Notes), up to an aggregate purchase price (excluding accrued and
unpaid interest) of $200,000,000 (the “Company Maximum Tender
Payment” and, together with the Third-Party Maximum Tender Payment,
the “Maximum Tender Payments”), subject to the tender caps (the
“Tender Caps”) and acceptance priority levels (the “2023-2029
Acceptance Priority Levels” and, together with the 2020-2021
Acceptance Priority Levels, the “Acceptance Priority Levels”) set
forth in the table immediately below.
As of the Early Tender Date, the principal amounts of 2023-2029
Notes listed in the table immediately below had been validly
tendered and not withdrawn.
Per $1,000 principal amount of Notes Tendered
Principal
2023-2029 Title of CUSIP
Principal Amount
Amount
Tender Acceptance Tender Offer Early
Tender Total Security Number/ISIN
Outstanding Tendered
Cap(2)(3)
Priority Level Consideration
Premium
Consideration(1)
6.625% Notes due 257867AG6/ 2029 US257867AG67
$200,000,000 $41,749,000 $60,000,000 1
$935.00 $30.00 $965.00 6.500% Notes due 257867BA8/
2023 US257867BA88 $350,000,000 $148,410,000
$60,000,000 2 $980.00 $30.00
$1,010.00 6.000% Notes due 257867BB6/ 2024 US257867BB61
$400,000,000 $251,968,000 $99,713,040 3
$950.00 $30.00 $980.00
_______________
(1) Includes Early Tender Premium. (2) The Tender
Caps apply to the aggregate purchase price (excluding accrued and
unpaid interest) of the applicable series of Notes. (3) The
Company has elected to increase the Tender Cap of the 6.000% Notes
due 2024 by $19,713,040, which represents the sum of the difference
between the aggregate purchase price of each of the 6.625% Notes
due 2029 and the 6.500% Notes due 2023 and the applicable Tender
Cap in respect of such series of Notes.
Holders who validly tendered and did not withdraw Notes by the
Early Tender Date will be eligible to receive the applicable Total
Consideration as set forth in the applicable table above. The
settlement for the Notes accepted for purchase by the Purchasers is
currently expected to occur on Wednesday, June 7, 2017 (the “Early
Settlement Date”).
Based on the application of the 2020-2021 Acceptance Priority
Levels and the amended Third-Party Maximum Tender Payment, the
Third-Party Purchasers currently expect that they will accept for
purchase $111,607,000 principal amount of 2020-2021 Notes tendered
with 2020-2021 Acceptance Priority Level 1 (approximately 53% of
tendered 2020-2021 Notes for such series). No tendered 2020-2021
Notes with 2020-2021 Acceptance Priority Level 2 will be accepted
for purchase on the Early Settlement Date. In addition, holders of
2020-2021 Notes accepted for purchase will receive accrued and
unpaid interest on such 2020-2021 Notes from the applicable last
interest payment date to, but not including, the Early Settlement
Date. Since the amended Third-Party Maximum Tender Payment has been
reached, no 2020-2021 Notes tendered but not purchased on the Early
Tender Date or tendered after the Early Tender Date will be
accepted for purchase on a date following the Expiration Date (as
defined below) (the “Final Settlement Date”).
Based on the application of the 2023-2029 Acceptance Priority
Levels, the amended Tender Caps and the Company Maximum Tender
Payment, the Company currently expects that it will accept for
purchase all 2023-2029 Notes tendered with 2023-2029 Acceptance
Priority Level 1, $59,405,000 principal amount of 2023-2029 Notes
tendered with 2023-2029 Acceptance Priority Level 2 (approximately
40% of tendered 2023-2029 Notes for such series) and $101,748,000
principal amount of 2023-2029 Notes tendered with 2023-2029
Acceptance Priority Level 3 (approximately 40% of tendered
2023-2029 Notes for such series). This reflects the Company’s
election to increase the Tender Cap of the 6.000% Notes due 2024 by
$19,713,040, which represents the sum of the difference between the
aggregate purchase price of each of the 6.625% Notes due 2029 and
the 6.500% Notes due 2023 and the applicable Tender Cap in respect
of such series of Notes. In addition, holders of 2023-2029 Notes
accepted for purchase will receive accrued and unpaid interest on
such Notes from the applicable last interest payment date to, but
not including, the Early Settlement Date. Since the Company Maximum
Tender Payment has been reached, no 2023-2029 Notes tendered but
not purchased on the Early Tender Date or tendered after the Early
Tender Date will be accepted for purchase on the Final Settlement
Date.
The previously announced date for the expiration of withdrawal
rights for the Offers has passed and has not been extended. Notes
tendered pursuant to the Offers may no longer be withdrawn, except
as required by law.
The Offers will expire at 11:59 p.m., New York City time, on
June 19, 2017 (the “Expiration Date”), unless extended or earlier
terminated.
For additional information regarding the terms of the
Third-Party Offers, please contact Citigroup Global Markets Inc. at
(800) 558-3745 (toll free) or (212) 723-6106 (collect), Merrill
Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070
(toll free) or (980) 388-3646 (collect), J.P. Morgan Securities LLC
at (866) 834-4666 (toll free) or (212) 834-4811 (collect) and Wells
Fargo Securities, LLC at (866) 309-6316 (toll free) or (704)
410-4760 (collect).
For additional information regarding the terms of the Company
Offers, please contact one of the dealer managers for the Company
Offers: Citigroup Global Markets Inc. at (800) 558-3745 (toll free)
or (212) 723-6106 (collect), Merrill Lynch, Pierce, Fenner &
Smith Incorporated at (888) 292-0070 (toll free) or (980) 388-3646
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free)
or (212) 834-4811 (collect) and Wells Fargo Securities, LLC at
(866) 309-6316 (toll free) or (704) 410-4760 (collect).
Requests for documents and questions regarding the tender of
securities may be directed to Global Bondholder Services
Corporation at (866) 924-2200 (toll free) or (212) 430-3774
(collect).
Copies of the Offer to Purchase and the related Letter of
Transmittal for the Offers may also be obtained at no charge from
Global Bondholder Services Corporation.
None of RR Donnelley, its Board of Directors, the Third-Party
Purchasers, the information agent and depositary or the dealer
managers for the Company Offers makes any recommendation as to
whether holders of the Notes should tender or refrain from
tendering the Notes. Holders must make their own decision as to
whether to tender any of their Notes, and, if so, the principal
amount of Notes to tender.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The Offers are being
made solely by means of the Offer to Purchase and the related
Letter of Transmittal. In any jurisdiction where the laws require a
tender offer to be made by a licensed broker or dealer, the Company
Offers will be deemed to be made on behalf of the Company by the
dealer managers, or one or more registered brokers or dealers under
the laws of such jurisdiction.
About RR Donnelley
RRD is a leading global provider of integrated multichannel
marketing and business communications solutions. With 50,000
customers and 43,000 employees across 34 countries, RRD offers a
comprehensive portfolio of capabilities, experience and scale that
enables organizations around the world to effectively create,
manage, deliver and optimize their multichannel communications
strategies.
For more information, visit the Company’s website at
www.rrd.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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170606005937/en/
Investor Contact:R.R. Donnelley & Sons CompanyBrian
Feeney, Senior Vice President, Investor RelationsTelephone:
630-322-6908E-mail: brian.feeney@rrd.com
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