RR Donnelley Amends Certain Terms of its Maximum Tender Offer for its 4.95% Notes Due May 15, 2010 & Extends the Early Tender...
September 02 2009 - 6:30AM
Business Wire
R.R. Donnelley & Sons Company (NASDAQ:RRD) (“RR
Donnelley” or the “Company”) today announced that it has amended
certain terms of and extended the early tender date for its offer
(the “Maximum Tender Offer”) to purchase up to $125 million in
aggregate principal amount (the “Maximum Tender Amount”) of its
4.95% Notes due May 15, 2010 (the “2010 Notes”).
The early tender date for the Maximum Tender Offer has been
extended until 5:00 p.m., New York City time, on September 2, 2009
(the “Early Tender Date”), unless the Company further extends the
early tender date for the Maximum Tender Offer or terminates it
prior to such date. The Company has also increased the Maximum
Tender Amount to $175 million in aggregate principal amount.
As of 5:00 p.m., New York City time, on September 1, 2009, the
aggregate principal amount of 2010 Notes tendered in the Maximum
Tender Offer was $171,425,000. In the event that no additional
tenders are received after 5:00 p.m., New York City time, on
September 1, 2009, pro ration of tenders received would not be
necessary due to the increase in the Maximum Tender Amount to $175
million.
Holders of 2010 Notes that are validly tendered at or prior to
the Early Tender Date, as extended as described above, and accepted
for purchase will still receive $1,010 per $1,000 principal amount
of notes accepted for payment, which includes the Early Tender
Premium of $20 per $1,000 principal amount. Holders whose 2010
Notes have been accepted for payment and who tendered after the
Early Tender Date will receive $990 per $1,000 principal amount of
notes accepted for payment.
Tendered 2010 Notes may be withdrawn from the tender offer at or
prior to, but not after, 5:00 p.m., New York City time, on
September 2, 2009.
The expiration of the Maximum Tender Offer has not been extended
and remains September 16, 2009.
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.
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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