RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers
April 03 2014 - 5:55AM
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Securities validly tendered and not validly withdrawn at or prior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.
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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