R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced that it is increasing the aggregate
maximum principal amount it is seeking in the tender offers for its
6.125% Notes due January 15, 2017 (the "2017 Notes"), 8.600% Notes
due August 15, 2016 (the "2016 Notes") and 7.25% Notes due May 15,
2018 (the "2018 Notes", and together with the 2017 Notes and 2016
Notes, the "Securities") from $400 million to $500 million. The
Company is increasing the maximum principal amount it is seeking in
the tender offer for the 2017 Notes from $250 million to $300
million and the maximum principal amount it is seeking in the
tender offer for the 2016 Notes from $100 million to $150 million.
There has been no change in the maximum principal amount that
the Company is seeking in the tender offer for the 2018
Notes. The tender offers are conditioned upon the consummation
by the Company of a public offering of not less than $450 million
in aggregate principal amount of notes due 2021 no later than
the Early Settlement Date (as defined 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, each of which are amended by
this press release and set forth a more detailed description of the
tender offers.
Upon the terms and subject to the conditions described in the
Offer to Purchase and the Letter of Transmittal, each as amended by
this press release, and any further amendments or supplements to
the foregoing, RR Donnelley is offering to purchase for cash (1) up
to $300 million of its 2017 Notes, (2) up to $150 million of its
2016 Notes and (3) up to $50 million of its 2018
Notes. The Company refers to its offer to purchase the
Securities as the "Tender Offers." Except as described in this
press release, none of the terms of the Tender Offers are being
amended.
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 |
$300,000,000 |
$1,035.00 |
$30.00 |
$1,065.00 |
8.600% Notes due August 15, 2016 |
257867AV3 |
$350,000,000 |
$150,000,000 |
$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
$450 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) $300 million for 2017 Notes, (ii) $150 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).
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, each as amended by this press
release. 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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