RR Donnelley Announces $350 Million Debt Offering
February 28 2013 - 9:20AM
R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) announced today that it plans to offer $350 million of
senior notes due 2021 in an underwritten public offering.
RR Donnelley intends to use the net proceeds from this offering,
along with borrowings under its revolving credit facility, (1) to
fund tender offers for up to $400 million aggregate principal
amount of the Company's 6.125% Notes due 2017, 8.600% Notes due
2016 and 7.25% Notes due 2018 based on prices to be determined and
(2) to pay premiums in connection with those tender offers. If
there are any remaining proceeds from the notes, RR Donnelley
intends to use those proceeds to repay borrowings under its
revolving credit facility and for general corporate
purposes. Amounts repaid under its revolving credit facility
may be reborrowed for general corporate purposes, including the
repayment or redemption of other indebtedness. RR Donnelley
expects to announce that it is commencing these tender offers in a
separate press release issued upon commencing the tender
offers. The completion of each tender offer will be subject to
customary closing conditions.
The notes are being offered pursuant to the Company's existing
shelf registration statement, which became automatically effective
upon filing with the Securities and Exchange Commission. A
preliminary prospectus supplement and accompanying prospectus
describing the terms of the offering will be filed with the
Securities and Exchange Commission. BofA Merrill Lynch, J.P.
Morgan, Mitsubishi UFJ Securities and Wells Fargo Securities will
act as the joint book-running managers for the offering. When
available, copies of the preliminary prospectus supplement and the
accompanying prospectus for the offering may be obtained from: BofA
Merrill Lynch toll-free at 1-800-294-1322, J.P. Morgan toll-free at
1-800-245-8812, Mitsubishi UFJ Securities toll-free at
1-877-649-6848 and Wells Fargo Securities toll-free at
1-800-326-5897.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities, nor shall there be any
sales of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities law of such
jurisdiction. The tender offers, if made, will be made solely
by means of an Offer to Purchase and a 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 for such tender offers, or one or more registered
brokers or dealers under the laws of such jurisdiction.
About RR Donnelley
RR Donnelley (Nasdaq:RRD), a Delaware corporation, 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, drive
top line growth, 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 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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