RR Donnelley Announces Early Tender Date Results of its Previously Announced Tender Offers
CHICAGO—August 26, 2013—R.R. Donnelley & Sons Company (RRD) today announced the early tender date results of its offers to purchase for cash up to $400,000,000 aggregate principal amount of its notes, including up to $100,000,000 of its 5.500 percent Notes due May 15, 2015, up to $100,000,000 of its 6.125 percent Notes due January 15, 2017 and up to $200,000,000 of its 7.250 percent Notes due May 15, 2018.
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subject to the Tender Offers as well as the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., EST, on August 23, 2013.
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 |
5.500% Notes due May 15, 2015 | 257867AR2; 257867AQ4 | $300,000,000 | $100,000,000 | $131,118,000 | $100,000,000 | 76.3% |
6.125% Notes due January 15, 2017 | 257867AT8 | $351,455,000 | $100,000,000 | $104,842,000 | $100,001,000 | 95.4% |
7.250% Notes due May 15, 2018 | 257867AX9 | $550,000,000 | $200,000,000 | $345,046,000 | $200,000,000 | 58.0% |
As described in the Offer to Purchase, because the aggregate principal amount of the Securities tendered exceeded the relevant Maximum Principal Amount to be Accepted for the Securities as of the Early Tender Date, RR Donnelley has accepted validly tendered Securities on a pro rated basis (rounded downward such that the Securities 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 76.3 percent for the 2015 Notes, approximately 95.4 percent for the 2017 Notes and approximately 58.0 percent for the 2018 Notes. To the extent that pro rated acceptance of the 2015 Notes would have resulted in less than the authorized minimum denomination of $1,000 being returned to a holder and pro rated acceptance of the 2017 Notes and 2018 Notes would have resulted in less than the authorized minimum denomination of $2,000 being returned to a holder, RR Donnelley has accepted all of such holder's notes.
Accordingly, RR Donnelley announced that it has accepted for payment $100,000,000 aggregate principal amount of 2015 Notes, $100,001,000 aggregate principal amount of 2017 Notes and $200,000,000 aggregate principal amount of 2018 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 Securities for purchase.
The Tender Offers are being made pursuant to an Offer to Purchase dated August 12, 2013 and the related Letter of Transmittal dated August 12, 2013, each as amended by the press release issued August 12, 2013, 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, PNC Capital Markets LLC 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), ING at (646) 424-6000, PNC Capital Markets at (412) 762-8420 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).
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, 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 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.
Source: RR Donnelley.
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