R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced the commencement of cash tender offers
for up to $350 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 August 12, 2013, and a related Letter of
Transmittal, dated August 12, 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 $100 million of its 5.500% Notes due May 15,
2015 (the "2015 Notes"), (2) up to $100 million of its 6.125% Notes
due January 15, 2017 (the "2017 Notes") and (3) up to $150 million
of its 7.250% Notes due May 15, 2018 (the "2018 Notes", and
together with the 2015 Notes and 2017 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 August 23, 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
September 9, 2013, unless extended or earlier terminated (such date
and time, as they may be extended, the "Expiration Date").
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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 |
5.500% Notes due May 15, 2015 |
257867AR2; 257867AQ4 |
$300,000,000 |
$100,000,000 |
$1,045.00 |
$30.00 |
$1,075.00 |
6.125% Notes due January 15, 2017 |
257867AT8 |
$351,455,000 |
$100,000,000 |
$1,085.00 |
$30.00 |
$1,115.00 |
7.250% Notes due May 15, 2018 |
257867AX9 |
$550,000,000 |
$150,000,000 |
$1,085.00 |
$30.00 |
$1,115.00 |
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 2022 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 RR Donnelley refers 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 RR Donnelley refers 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 2015
Notes, 2017 Notes and 2018 Notes that do not result in an aggregate
principal amount of each series of Securities purchased that
exceeds (i) $100 million for 2015 Notes, (ii) $100 million for 2017
Notes and (iii) $150 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.
The 2015 Notes may be tendered and will be accepted for payment
in the Tender Offers only in principal amounts equal to minimum
denominations of $1,000 and integral multiples of $1,000 in excess
thereof. The 2017 Notes and 2018 Notes 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 $1,000
principal amount with respect to the 2015 Notes and $2,000
principal amount with respect to the 2017 Notes and 2018 Notes.
RR Donnelley intends to accept for purchase all 2015 Notes, 2017
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, RR Donnelley 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 2015 Notes, 2017 Notes and/or 2018 Notes
tendered and the proration factor applied, if the principal amount
of 2015 Notes, 2017 Notes and/or 2018 Notes returned to a Holder as
a result of proration would result in less than the authorized
minimum denomination of $1,000, in the case of the 2015 Notes, and
$2,000, in the case of the 2017 Notes and the 2018 Notes, being
returned, we will have the option to reject or accept all of such
Holder's validly tendered 2015 Notes, 2017 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 2015 Notes, 2017 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 August 23, 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, PNC Capital
Markets LLC, ING and Loop Capital Markets 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), PNC Capital Markets LLC at (412)
762-8420, ING at (646) 424-6000 or Loop Capital Markets at (888)
294-8898 (toll free) or (312) 913-2275. 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 increase
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 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
Investor Relations
312-326-8155
david.a.gardella@rrd.com
RR Donnelley Media Contact:
Phyllis Burgee
Director, Communications
630-322-6093
phyllis.burgee@rrd.com
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