RR Donnelley announces expiration, results of offers for up to US$350,000,000 of its 4.95% Notes due April 1, 2014, US$100,000,000 of its 5.50% Notes due May 15, 2015
March 27, 2012
– R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") today announced the expiration and final results of its offers (the "Tender Offers") to purchase for cash up to $450,000,000 aggregate principal amount of its notes, including up to $350,000,000 of its 4.95% Notes due April 1, 2014 (the "2014 Notes") and up to $100,000,000 of its 5.50% Notes due May 15, 2015 (the "2015 Notes", together with the 2014 Notes, the "Securities").
The following table sets forth information regarding the Securities that were subject to the Offers and the results of the Offers, including the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 11:59 p.m., New York City time, on March 26, 2012 (the "Expiration Date").
Aggregate Principal Aggregate Principal l
Aggregate Principal Maximum Principal Amount Tendered as Amount Tendered as Amount
Title of Amount Amount to Be of the Early of the Accepte
Securities CUSIP Numbers Outstanding Accepted Tender Date Expiration Date d
4.95% Notes due 2014 257867AL5 $600,000,000 $350,000,000 $340,534,000 $341,759,000 100%
5.500% Notes due 2015 257867AQ4 $400,000,000 $100,000,000 $192,211,000 -- --
As of the Expiration Date, the aggregate principal amount of 2014 Notes tendered was $341,759,000, of which $340,534,000 were tendered prior to 5:00 p.m., New York City time, on March 12, 2012 (the "Early Tender Date") and were accepted for payment on the early tender settlement date on March 13, 2012. RR Donnelley announced that it has accepted for payment all of the $1,225,000 aggregate principal amount of 2014 Notes that had been validly tendered after the Early Tender Date and prior to the Expiration Date, and expects to make payment on such 2014 Notes today. The holders of such 2014 Notes tendered after the Early Tender Date will not receive an early tender premium.
RR Donnelley previously announced that it accepted for payment the maximum aggregate principal amount of 2015 Notes ($100,000,000 aggregate principal amount) that had been validly tendered and not validly withdrawn prior to the Early Tender Date. RR Donnelley made payment for such notes on March 13, 2012. As a result, RR Donnelley announced that it would not accept any additional 2015 Notes for purchase. Accordingly, any additional 2015 Notes that were tendered after the Early Tender Date were not considered validly tendered and will be returned.
The Offers were made pursuant to an Offer to Purchase dated February 28, 2012 (the "Offer to Purchase") and the related Letter of Transmittal dated February 28, 2012 (the "Letter of Transmittal"), which set forth a complete description of the terms of the Tender Offers.
BofA Merrill Lynch, Citigroup and Mitsubishi UFJ Securities served as dealer managers for the Offers. Global Bondholder Services Corporation served as the depositary and information agent.
For additional information regarding the terms of the Offers, please contact: BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect), Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Mitsubishi UFJ Securities at (877) 649-6848 (toll free). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 857-2200 (toll free) or (212) 430-3774 (collect).
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 were made solely by means of the Offer to Purchase and the related Letter of Transmittal, which were distributed to holders of Securities by RR Donnelley. The Tender Offers were not 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 were 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 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, enhance return on investment and ensure 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 products and services to leading 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 .