CHICAGO, March 20, 2014 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq: RRD ) today announced the early tender date results of its offers (the "Tender Offers") to purchase for cash up to $400,000,000 aggregate principal amount of its notes, including up to $100,000,000 of its 7.250% Notes due May 15, 2018 (the "2018 Notes"), up to $250,000,000 of its 8.250% Notes due March 15, 2019 (the "2019 Notes") and up to $50,000,000 of its 7.625% Notes due June 15, 2020 (the "2020 Notes", and together with the 2018 Notes and 2019 Notes, the "Securities").
The following table sets forth the Securities that are subject to the Tender Offers as well as the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 19, 2014 (the "Early Tender Date").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 Accepted for Payment | Approximate Percentage Accepted of Principal Amount Tendered |
| 7.250% Notes due May 15, 2018 | 257867AX9 | $350,000,000 | $100,000,000 | $276,569,000 | $100,000,000 | 36.16% |
| 8.250% Notes due March 15, 2019 | 257867AY7 | $450,000,000 | $250,000,000 | $211,039,000 | $211,039,000 | 100.00% |
| 7.625% Notes due June 15, 2020 | 257867AW1 | $400,000,000 | $50,000,000 | $130,597,000 | $50,000,000 | 38.29% |
RR Donnelley announced that it has accepted for payment all of the $211,039,000 aggregate principal amount of 2019 Notes that have been validly tendered and not validly withdrawn prior to the Early Tender Date and expects to make payment on such notes today.
As described in the Offer to Purchase (as defined below), because the aggregate principal amount of the 2018 Notes and 2020 Notes tendered exceeded the relevant Maximum Principal Amount to be Accepted (as set forth in the table above) for the 2018 Notes and 2020 Notes as of the Early Tender Date, RR Donnelley has accepted validly tendered 2018 Notes and 2020 Notes on a pro rated basis (rounded downward such that the 2018 Notes and 2020 Notes purchased will be in integral multiples of $1,000, but not less than the minimum principal amount to be accepted) with a pro ration factor of approximately 36.16% for the 2018 Notes and approximately 38.29% for the 2020 Notes. To the extent that pro rated acceptance of the 2018 Notes and 2020 Notes would have resulted in less than the authorized minimum denomination of $2,000 being returned to a holder, RR Donnelley has rejected all of such holder's notes.
Accordingly, RR Donnelley announced that it has accepted for payment $100,000,000 aggregate principal amount of 2018 Notes and $50,000,000 aggregate principal amount of 2020 Notes that had been validly tendered and not validly withdrawn prior to the Early Tender Date and expects to make payment on such notes today.
RR Donnelley will not accept any additional 2018 Notes or 2020 Notes for purchase. Holders who have not already tendered their 2019 Notes may continue to do so at any time at or prior to 11:59 p.m., New York City time, on April 2, 2014, unless RR Donnelley extends or earlier terminates the Tender Offer. However, such holders will not be entitled to receive any early tender premium, except in the case of any Securities that were tendered prior to 5:00 p.m., New York City time, on March 19, 2014 and which were accepted for purchase. No tenders will be valid if submitted after the applicable expiration date. Withdrawal rights for the Tender Offers have expired.
As described in the Offer to Purchase, if the aggregate principal amount for the 2019 Notes that are validly tendered exceeds the Maximum Principal Amount to be Accepted (as set forth in the table above), RR Donnelley will accept for payment only such portion of the 2019 Notes that does not result in an aggregate principal amount purchased that is above the Maximum Principal Amount to be Accepted. If the Maximum Principal Amount to be Accepted with respect to the 2019 Notes is sufficient to allow us to accept some, but not all of the validly tendered 2019 Notes, the amount of 2019 Notes purchased will be prorated based on the aggregate principal amount of 2019 Notes validly tendered, rounded down to the nearest integral multiple of $1,000, but not less than the minimum principal amount to be accepted. Depending on the amount of 2019 Notes tendered and the proration factor applied, if the principal amount of 2019 Notes returned to a holder as a result of proration would result in less than the authorized minimum denomination of $2,000 being returned, RR Donnelley will have the option to reject or accept all of such holder's validly tendered 2019 Notes. RR Donnelley reserves the right to increase the Maximum Principal Amount to be Accepted at any time, subject to compliance with applicable law.
The Tender Offers are being made pursuant to an Offer to Purchase dated March 6, 2014 (the "Offer to Purchase") and the related Letter of Transmittal dated March 6, 2014 (the "Letter of Transmittal"), each as amended by the press release issued March 6, 2014, which set forth a complete description of the terms of the Tender Offers. Holders of the Securities are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Tender Offers. The Tender Offers are conditioned on the satisfaction of certain conditions set forth in the Offer to Purchase.
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. Holders of the notes must decide how many notes to tender, if any.
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 are being made solely by means of the Offer to Purchase and the related Letter of Transmittal, which are being distributed to holders of notes by RR Donnelley. The Tender Offers are not being 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 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.
RR Donnelley Investor Contact: Dave Gardella Senior Vice President Investor Relations 312-326-8155 RR Donnelley Media Contact: Phyllis Burgee Director, Communications 630-322-6093
