CHICAGO, April 3, 2014 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company (Nasdaq:RRD) ("RR Donnelley" or the "Company") today announced the expiration and final 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 information regarding the Securities that were subject to the Tender Offers and the results of the Tender Offers, including the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 11:59 p.m., New York City time, on April 2, 2014 (the "Expiration Date").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 Tendered as of the Expiration Date |
Principal Amount Accepted |
| 7.250% Notes due May 15, 2018 | 257867AX9 | $350,000,000 | $100,000,000 | $276,569,000 | -- | -- |
| 8.250% Notes due March 15, 2019 | 257867AY7 | $450,000,000 | $250,000,000 | $211,039,000 | $211,129,000 | 100% |
| 7.625% Notes due June 15, 2020 | 257867AW1 | $400,000,000 | $50,000,000 | $130,597,000 | -- | -- |
As of the Expiration Date, the aggregate principal amount of 2019 Notes tendered was $211,129,000, of which $211,039,000 were tendered prior to 5:00 p.m., New York City time, on March 19, 2014 (the "Early Tender Date") and were accepted for payment on the early tender settlement date on March 20, 2014 (the "Early Tender Settlement Date"). RR Donnelley announced that it has accepted for payment all of the $90,000 aggregate principal amount of 2019 Notes that had been validly tendered after the Early Tender Date and prior to the Expiration Date, and expects to make payment on such 2019 Notes today. The holders of such 2019 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 2018 Notes ($100,000,000 aggregate principal amount) and 2020 Notes ($50,000,000 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 20, 2014. As a result, RR Donnelley announced that it would not accept any additional 2018 Notes or 2020 Notes for purchase. Accordingly, any additional 2018 Notes or 2020 Notes that were tendered after the Early Tender Date were not considered validly tendered and will be returned.
The Tender Offers were 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.
BofA Merrill Lynch, ING and Loop Capital Markets served as dealer managers for the Tender Offers. Global Bondholder Services Corporation served as the depositary and information agent.
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).
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 (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.