R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced the commencement of cash tender offers
for up to $350 million of its outstanding debt securities from the
two series listed below.
The tender offers are being made pursuant to an Offer to
Purchase, dated February 28, 2012, and a related Letter of
Transmittal, dated February 28, 2012, which set forth a more
detailed description of the tender offers.
Upon the terms and subject to the conditions described in the
Offer to Purchase, the Letter of Transmittal and any amendments or
supplements to the foregoing, RR Donnelley is offering to purchase
for cash (1) up to $300 million of its 4.95% Notes due April 1,
2014 (the "2014 Notes") and (2) up to $50 million of its 5.50%
Notes due May 15, 2015 (the "2015 Notes", and together with the
2014 Notes, the "Securities"). The Company refers to its offer to
purchase the Securities as the "Tender Offers."
Holders must validly tender their Securities at or prior to 5:00
p.m., New York City time, on March 12, 2012 (such date and time, as
they may be extended, the "Early Tender Date") to be eligible to
receive the Total Consideration (as set forth in the table
below). The Tender Offers will expire at
11:59 p.m., New York City time, on March 26, 2012, unless extended
or earlier terminated.
|
|
|
|
Dollars per
$1,000 Principal Amount of Securities |
Title of Security |
CUSIP Numbers |
Principal Amount
Outstanding |
Maximum Principal Amount to
be Accepted |
Tender Offer
Consideration |
Early Tender
Premium |
Total
Consideration |
4.95% Notes due April 1, 2014 |
257867AM3 257867AL5 |
$600,000,000 |
$300,000,000 |
$1,020.00 |
$30.00 |
$1,050.00 |
5.50% Notes due May 15, 2015 |
257867AR2 257867AQ4 |
$400,000,000 |
$50,000,000 |
$1,005.00 |
$30.00 |
$1,035.00 |
RR Donnelley's obligation to accept for payment and to pay for
any of the Securities in either of the Tender Offers is subject to
the satisfaction or waiver of a number of conditions, including the
completion by RR Donnelley of a public offering of not less than
$300 million in aggregate principal amount
of
Notes due 2019 no later than the Early Settlement Date on terms
reasonably satisfactory to the Company. The Tender Offers are
not contingent upon the tender of any minimum principal amount of
Securities. RR Donnelley reserves the right to waive any one
or more of the conditions at any time.
The tender offer consideration for each $1,000 principal amount
of each series of the Securities validly tendered and accepted for
purchase pursuant to the Tender Offers will be the applicable
tender offer consideration for such series of Securities set forth
in the table above (with respect to each series, the applicable
"Tender Offer Consideration"). If applicable, Securities that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Date and accepted for purchase by RR Donnelley will receive
the Total Consideration which is equal to the Tender Offer
Consideration for the applicable Securities plus the Early Tender
Premium for such Securities, payable on the Early Settlement
Date. Securities validly tendered after the Early Tender Date
but before the Expiration Date and accepted for purchase by RR
Donnelley will receive the applicable Tender Offer Consideration,
payable on the Final Settlement Date, but will not receive the
Early Tender Premium.
Securities that are tendered and accepted for purchase at or
prior to the Early Tender Date will be settled only on the date
that we refer to as the "Early Settlement Date," which will
promptly follow the Early Tender Date. RR Donnelley
anticipates that the Early Settlement Date for the Securities will
be the first business day after the Early Tender
Date. Securities that are tendered and accepted for purchase
after the Early Tender Date but before the Expiration Date will be
settled only on the date that we refer to as the "Final Settlement
Date," which will promptly follow the applicable Expiration
Date. RR Donnelley anticipates that the Final Settlement Date
for the Securities will be the first business day after the
Expiration Date. If no additional Securities are tendered
after the Early Tender Date and/or if the Tender Offers are fully
subscribed as of the Early Tender Date, there will be no Final
Settlement Date.
In addition to the applicable Tender Offer Consideration or the
Total Consideration, as the case may be, all Securities accepted
for purchase will also receive accrued and unpaid interest on those
Securities from the last interest payment date to, but not
including, the Early Settlement Date or the Final Settlement Date,
as applicable, for each series of Securities.
Subject to the terms and conditions of the Offer to Purchase
(and any amendments or supplements thereto), RR Donnelley will
accept for payment only such portions of validly tendered 2014
Notes and 2015 Notes that do not result in an aggregate principal
amount of each series of Securities purchased that exceeds (i) $300
million for 2014 Notes and (ii) $50 million for 2015 Notes. If
the amount to be accepted with respect to a series of Securities is
sufficient to allow the Company to accept some, but not all of the
validly tendered Securities of such series, the amount of
Securities of such series purchased will be prorated based on the
aggregate principal amount of Securities of such series validly
tendered in the applicable Tender Offer, rounded down to the
nearest integral multiple of $1,000, but not less than the minimum
principal amount to be accepted.
RR Donnelley intends to accept for purchase all 2014 and/or 2015
Notes validly tendered at or prior to the Early Tender Date, and
will only prorate such series of Securities if the aggregate
principal amount of such series of Securities validly tendered and
not withdrawn exceeds the Maximum Principal Amount to be
Accepted. If the aggregate principal amount of a series of
Securities is less than the relevant Maximum Principal Amount to be
Accepted as of the Early Tender Date, Holders who validly tender
Securities after the Early Tender Date may be subject to proration,
whereas Holders who validly tender Securities at or prior to the
Early Tender Date will not be subject to proration. Furthermore, if
the aggregate principal amount of a series of Securities equals or
exceeds the relevant Maximum Principal Amount to be Accepted as of
the Early Tender Date, we will not accept any Securities for
purchase after the Early Settlement Date and there will be no Final
Settlement Date for such series of Securities.
RR Donnelley reserves the right to increase the applicable
Maximum Principal Amount to be Accepted at any time, subject to
compliance with applicable law, which could result in purchasing a
greater principal amount of either or both of the 2014 Notes and
2015 Notes in the Tender Offers. There can be no assurance
that RR Donnelley will exercise its right to increase the
Maximum Principal Amount to be Accepted.
Tendered Securities of a series may be withdrawn from the Tender
Offers at or prior to, but not after, 5:00 p.m., New York City
time, on March 12, 2012, with respect to the Securities being
tendered in connection with the Tender Offers, unless extended or
earlier terminated.
RR Donnelley has retained BofA Merrill Lynch, Citigroup and
Mitsubishi UFJ Securities 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), 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).
The Offer to Purchase and the related Letter of Transmittal are
expected to be distributed to holders of Securities beginning
today. 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.
This announcement 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. 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) 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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