RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers
March 28 2013 - 6:30AM
R.R. Donnelley & Sons Company (Nasdaq:RRD) ("RR Donnelley" or
the "Company") today announced the expiration and final results of
its offers (the "Tender Offers") to purchase for cash up to
$500,000,000 aggregate principal amount of its notes, including up
to $300,000,000 of its 6.125% Notes due January 15, 2017 (the "2017
Notes"), up to $150,000,000 of its 8.600% Notes due August 15, 2016
(the "2016 Notes") and up to $50,000,000 of its 7.25% Notes due May
15, 2018 (the "2018 Notes", together with the 2017 Notes and 2016
Notes, the "Securities").
The following table sets forth information regarding the
Securities that were subject to the Tender Offers and the results
of the Tender Offers, including the aggregate principal amounts of
Securities validly tendered and not validly withdrawn at or prior
to 11:59 p.m., New York City time, on March 27, 2013 (the
"Expiration 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 Tendered
as of the Expiration Date |
Principal Amount
Accepted |
6.125% Notes due 2017 |
257867AT8 |
$525,000,000 |
$300,000,000 |
$172,196,000 |
$173,545,000 |
100% |
8.600% Notes due 2016 |
257867AV3 |
$350,000,000 |
$150,000,000 |
$129,363,000 |
$130,156,000 |
100% |
7.25% Notes due 2018 |
257867AX9 |
$600,000,000 |
$50,000,000 |
$242,741,000 |
-- |
-- |
As of the Expiration Date, the aggregate principal amount of
2017 Notes tendered was $173,545,000, of which $172,196,000 were
tendered prior to 5:00 p.m., New York City time, on March 13, 2013
(the "Early Tender Date") and were accepted for payment on the
early tender settlement date on March 14, 2013 (the "Early Tender
Settlement Date") and the aggregate principal amount of the 2016
Notes tendered was $130,156,000, of which $129,363,000 were
tendered prior to the Early Tender Date and were accepted for
payment on the Early Tender Settlement Date. RR Donnelley announced
that it has accepted for payment all of the $1,349,000 aggregate
principal amount of 2017 Notes and the $793,000 aggregate principal
amount of 2016 Notes that had been validly tendered after the Early
Tender Date and prior to the Expiration Date, and expects to make
payment on such 2017 Notes and 2016 Notes today. The holders
of such 2017 Notes and 2016 Notes tendered after the Early Tender
Date will not receive an early tender premium.
RR Donnelley previously announced that it accepted for payment
the maximum aggregate principal amount of 2018 Notes ($50,000,000
aggregate principal amount) that had been validly tendered and not
validly withdrawn prior to the Early Tender Date. RR Donnelley
made payment for such notes on March 14, 2013. As a result, RR
Donnelley announced that it would not accept any additional 2018
Notes for purchase. Accordingly, any additional 2018 Notes
that were tendered after the Early Tender Date were not considered
validly tendered and will be returned.
The Offers were made pursuant to an Offer to Purchase dated
February 28, 2013 (the "Offer to Purchase") and the related Letter
of Transmittal dated February 28, 2013 (the "Letter of
Transmittal"), which set forth a complete description of the terms
of the Tender Offers.
BofA Merrill Lynch, J.P. Morgan, PNC Capital Markets LLC and US
Bancorp served as dealer managers for the Offers. Global
Bondholder Services Corporation served as the depositary and
information agent.
For additional information regarding the terms of the 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).
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 were made solely by means of
the Offer to Purchase and the related Letter of Transmittal, which
were distributed to holders of Securities by RR Donnelley. The
Tender Offers were not 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 were 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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