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
7.250% Notes due May 15, 2018 (the "2018 Notes"), 8.250% Notes due
March 15, 2019 (the "2019 Notes") and 7.625% Notes due June 15,
2020 (the "2020 Notes", and together with the 2018 Notes and 2019
Notes, the "Securities") from $350 million to $400 million. The
Company is increasing the maximum principal amount it is seeking in
the tender offer for the 2020 Notes to $50 million without
reduction. In addition, there will be an Early Settlement Date for
the 2020 Notes. 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validly withdrawn at or prior to the Early Tender Date and accepted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, all set forth in the table
below.
There has been no change in the maximum principal amount that
the Company is seeking in the tender offer for the 2018 Notes and
the 2019 Notes.
The tender offers are conditioned upon the consummation by the
Company of a public offering of not less than $400 million in
aggregate principal amount of notes due 2024 no later than the
Early Settlement Date (as defined below).
The tender offers are being made pursuant to an Offer to
Purchase, dated March 6, 2014, and a related Letter of Transmittal,
dated March 6, 2014, 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 amendments or supplements to the
foregoing, RR Donnelley is offering to purchase for cash (1) up to
$100 million of its 2018 Notes, (2) up to $250 million of its 2019
Notes and (3) up to $50 million of its 2020 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 19, 2014 (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
April 2, 2014, 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 |
7.250% Notes due May 15, 2018 |
257867AX9 |
$350,000,000 |
$100,000,000 |
$1,150.00 |
$30.00 |
$1,180.00 |
8.250% Notes due March 15, 2019 |
257867AY7 |
$450,000,000 |
$250,000,000 |
$1,177.50 |
$30.00 |
$1,207.50 |
7.625% Notes due June 15, 2020 |
257867AW1 |
$400,000,000 |
$50,000,000 |
$1,120.00 |
$30.00 |
$1,150.00 |
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
$400 million in aggregate principal amount of Notes due 2024 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,
all set forth in the table above. 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 of
each series 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 of each series 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 aggregate
principal amount of Securities validly tendered exceeds the Maximum
Principal Amount to be Accepted 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 2018
Notes, 2019 Notes and 2020 Notes that do not result in an aggregate
principal amount of each series of Securities purchased that
exceeds (i) $100 million for 2018 Notes, (ii) $250 million for 2019
Notes and (iii) $50 million for 2020 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 2018 Notes, 2019 Notes and 2020 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 $2,000
principal amount.
RR Donnelley intends to accept for purchase all 2018 Notes, 2019
Notes and/or 2020 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 of that series
after the Early Tender Date may be subject to proration, whereas
Holders who validly tender Securities of that series 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 of that series 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 2018 Notes, 2019 Notes and/or 2020
Notes tendered and the proration factor applied, if the principal
amount of 2018 Notes, 2019 Notes and/or 2020 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 2018 Notes, 2019 Notes and/or 2020 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 2018 Notes, 2019 Notes and
2020 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 19, 2014, 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, 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 (980) 388-3646 (collect), 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) 470-3800 (toll free) or (212) 430-3774
(collect). 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, 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, 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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