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
$450,000,000 aggregate principal amount of its notes, including up
to $350,000,000 of its 4.95% Notes due April 1, 2014 (the "2014
Notes") and up to $100,000,000 of its 5.50% Notes due May 15, 2015
(the "2015 Notes", together with the 2014 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Securities validly tendered and not validly withdrawn at or prior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 12, 2012 (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 |
4.95% Notes due 2014 |
257867AM3 257867AL5 |
$600,000,000 |
$350,000,000 |
$340,534,000 |
$340,534,000 |
100% |
5.500% Notes due 2015 |
257867AR; 257867AQ4 |
$400,000,000 |
$100,000,000 |
$192,211,000 |
$100,000,000 |
52.0% |
RR Donnelley announced that it has accepted for payment all of
the $340,534,000 aggregate principal amount of 2014 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been validly tendered and not validly withdrawn prior to the Early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.
As described in the Offer to Purchase (as defined below),
because the aggregate principal amount of the 2015 Notes tendered
exceeded the relevant Maximum Principal Amount to be Accepted (as
set forth in the table above) for the 2015 Notes as of the Early
Tender Date, RR Donnelley has accepted validly tendered 2015 Notes
on a pro rated basis (rounded downward such that the 2015 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 52.0%.
Accordingly, RR Donnelley announced that it has accepted for
payment $100,000,000 aggregate principal amount of 2015 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had been validly tendered and not validly withdrawn prior to the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 2015 Notes for
purchase. Holders who have not already tendered their 2014 Notes
may continue to do so at any time at or prior to 11:59 p.m., New
York City time, on March 26, 2012, 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 12, 2012 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 2014 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 2014 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 2014 Notes is sufficient to allow us
to accept some, but not all of the validly tendered 2014 Notes, the
amount of 2014 Notes purchased will be prorated based on the
aggregate principal amount 2014 Notes validly tendered , rounded
down to the nearest integral multiple of $1,000, but not less than
the minimum principal amount to be accepted. 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, 2012 (the "Offer to Purchase") and the
related Letter of Transmittal dated February 28, 2012 (the "Letter
of Transmittal"), which sets 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, 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).
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) 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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