R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company")
(Nasdaq:RRD) today announced the commencement of cash tender offers
for up to $350 million of its outstanding debt securities from the
three series listed 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, which set forth a more detailed description of
the tender offers.
Upon the terms and subject to the conditions described in the
Offer to Purchase, the Letter of Transmittal and any amendments or
supplements to the foregoing, RR Donnelley is offering to purchase
for cash (1) up to $100 million of its 7.250% Notes due May 15,
2018 (the "2018 Notes"), (2) up to $250 million of its 8.250% Notes
due March 15, 2019 (the "2019 Notes") and (3) up to $50 million
aggregate principal amount of our 7.625% Notes due June 15, 2020
(the "2020 Notes", and together with the 2018 Notes and 2019 Notes,
the "Securities") (with the amount of 2020 Notes accepted reduced
on a dollar for dollar basis to the extent that tenders for our
2018 Notes and our 2019 Notes exceed $300 million in the aggregate)
(the "Maximum 2020 Tender Amount"). The Company refers to its offer
to purchase the Securities as the "Tender Offers."
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 |
(1) |
$1,120.00 |
$30.00 |
$1,150.00 |
(1) The Maximum Principal Amount
of the 2020 Notes to be Accepted is up to $50 million with the
amount of 2020 Notes accepted reduced on a dollar for dollar basis
to the extent that tenders for our 2018 Notes and our 2019 Notes
exceed $300 million in the aggregate. |
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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
$350 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
with respect to the 2018 Notes and the 2019 Notes or the Final
Settlement Date with respect to the 2020 Notes, 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.
2018 Notes and 2019 Notes 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 2018
Notes and 2019 Notes will be the first business day after the Early
Tender Date. All 2020 Notes, and 2018 Notes and 2019 Notes
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 will
be the first business day after the Expiration Date. If no
additional 2018 Notes or 2019 Notes are tendered after the Early
Tender Date and/or if the aggregate principal amount of 2018 Notes
or 2019 Notes validly tendered exceeds the Maximum Principal Amount
to be Accepted as of the Early Tender Date, there will be no Final
Settlement Date for the 2018 Notes or 2019 Notes, as
applicable.
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) the Maximum 2020 Tender Amount 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. In the case of the 2020 Notes, the
Maximum Principal Amount to be Accepted will be reduced by valid
tenders of 2018 Notes and 2019 Notes at any time prior to the
Expiration Date. If the aggregate principal amount of 2018 Notes or
2019 Notes validly tendered is less than the relevant Maximum
Principal Amount to be Accepted as of the Early Tender Date,
Holders who validly tender 2018 Notes or 2019 Notes after the Early
Tender Date may be subject to proration, whereas Holders who
validly tender 2018 Notes or 2019 Notes at or prior to the Early
Tender Date will not be subject to proration. Furthermore, if the
aggregate principal amount of 2018 Notes or 2019 Notes equals or
exceeds the relevant Maximum Principal Amount to be Accepted as of
the Early Tender Date, we will not accept 2018 Notes or 2019 Notes,
as applicable, for purchase after the Early Tender Date and there
will be no Final Settlement Date for such series of Securities.
However, proration of the 2020 Notes will only occur on the
Expiration Date. So, regardless of the aggregate principal
amount of 2020 Notes tendered at or prior to the Early Tender Date,
if the aggregate principal amount of 2020 Notes is less than the
Maximum Principal Amount to be Accepted as of the Expiration Date,
Holders of 2020 Notes who validly tender 2020 Notes will not be
subject to proration, but if the aggregate principal amount of 2020
Notes validly tendered is greater than the Maximum Principal Amount
to be Accepted as of the Expiration Date, Holders of 2020 Notes who
validly tender 2020 Notes will be subject to proration.
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).
The Offer to Purchase and the related Letter of Transmittal are
expected to be distributed to holders of Securities beginning
today. 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. 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 our
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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