RR Donnelley Announces Pricing of $400 Million Offering of Its 6.000% Notes Due 2024
March 06 2014 - 5:35PM
R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) announced today that it has priced an offering of $400
million of its 6.000% Notes due 2024 in an underwritten public
offering. The offering is expected to close on March 20, 2014.
RR Donnelley intends to use the net proceeds from the offering,
along with borrowings under its revolving credit facility, (1) to
fund tender offers for up to $400 million aggregate principal
amount of its debt securities, including up to $100 million of its
7.250% Notes due May 15, 2018, up to $250 million of its 8.250%
Notes due March 15, 2019 and up to $50 million aggregate principal
amount of its 7.625% Notes due June 15, 2020 and (2) to pay
premiums in connection with those tender offers. The completion of
each tender offer will be subject to customary closing conditions.
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 indebtedness.
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
prospectus supplement and accompanying prospectus describing the
terms of the offering will be filed with the Securities and
Exchange Commission. BofA Merrill Lynch, Citigroup, J.P. Morgan,
Mitsubishi UFJ Securities, US Bancorp and Wells Fargo Securities
are acting as the joint book-running managers for the offering.
When available, copies of the prospectus supplement and the
accompanying prospectus for the offering may be obtained from: BofA
Merrill Lynch toll-free at 1-800-294-1322, Citigroup toll-free at
1-800-831-9146, J.P. Morgan (c/o Broadridge Financial Solutions)
toll-free at 1-866-803-9204, Mitsubishi UFJ Securities toll-free at
1-877-649-6848, US Bancorp toll-free at 1-877-558-2607 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 are being 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, helps
organizations communicate more effectively by working to create,
manage, produce, distribute and process content on behalf of its
customers. The Company assists customers in developing and
executing multichannel communication strategies that engage
audiences, reduce costs, drive revenues and increase compliance.
R.R. Donnelley's innovative technologies enhance digital and print
communications to deliver integrated messages across multiple media
to highly targeted audiences at optimal times for clients in
virtually every private and public sector. Strategically located
operations provide local service and responsiveness while
leveraging the economic, geographic and technological advantages of
a global organization.
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"
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and 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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