R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced the commencement of cash tender offers
for up to $400 million of its outstanding debt securities from the
three series listed below.
The tender offers are being made pursuant to an Offer to
Purchase, dated February 28, 2013, and a related Letter of
Transmittal, dated February 28, 2013, 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 $250 million of its 6.125% Notes due January 15,
2017 (the "2017 Notes"), (2) up to $100 million of its 8.600% Notes
due August 15, 2016 (the "2016 Notes") and (3) up to $50 million of
its 7.25% Notes due May 15, 2018 (the "2018 Notes", and together
with the 2017 Notes and 2016 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 13, 2013 (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 27, 2013, unless extended or earlier terminated
(such date and time, as they may be extended, the "Expiration
Date").
|
|
|
|
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 |
6.125% Notes due January 15,
2017 |
257867AT8 |
$525,000,000 |
$250,000,000 |
$1,035.00 |
$30.00 |
$1,065.00 |
8.600% Notes due August 15,
2016 |
257867AV3 |
$350,000,000 |
$100,000,000 |
$1,107.50 |
$30.00 |
$1,137.50 |
7.25% Notes due May 15,
2018 |
257867AX9 |
$600,000,000 |
$50,000,000 |
$1,015.00 |
$30.00 |
$1,045.00 |
RR Donnelley's obligation to accept for payment and to pay for
any of the Securities in any 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
$350 million in aggregate principal amount of Notes due 2021 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 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 2017
Notes, 2016 Notes and 2018 Notes that do not result in an aggregate
principal amount of each series of Securities purchased that
exceeds (i) $250 million for 2017 Notes, (ii) $100 million for 2016
Notes and (iii) $50 million for 2018 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.
Securities may be tendered and will be accepted for payment in
the Tender Offers only in principal amounts equal to minimum
denominations of $2,000 and integral multiples of $1,000 in excess
thereof. Holders who do not tender all of their holdings in a
series of notes should ensure that they retain a principal of notes
in such series amounting to at least the authorized minimum
denomination equal to $2,000 principal amount.
RR Donnelley intends to accept for purchase all 2017 Notes, 2016
Notes and/or 2018 Notes validly tendered and not withdrawn 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 validly tendered 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 validly tendered 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 Tender Date and there will be no Final
Settlement Date for such series of Securities. Depending on the
amount of 2017 Notes, 2016 Notes and/or 2018 Notes tendered and the
proration factor applied, if the principal amount of 2017 Notes,
2016 Notes and/or 2018 Notes returned to a Holder as a result of
proration would result in less than the authorized minimum
denomination of $2,000 being returned, we will have the option to
reject or accept all of such Holder's validly tendered 2017 Notes,
2016 Notes and/or 2018 Notes.
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 any of the 2017 Notes, 2016 Notes and
2018 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 13, 2013, 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, J.P. Morgan, PNC
Capital Markets LLC and US Bancorp 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), J.P. Morgan at (800) 245-8812
(toll-free) or (212) 270-1200 (collect), PNC Capital Markets LLC at
(412) 762-8420 or US Bancorp at (877) 558-2607 (toll free) or (612)
336-7604 (collect). Requests for documents and questions regarding
the tender of securities may be directed to Global Bondholder
Services Corporation at (866) 873-6300 (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), 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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