RR Donnelley Announces Early Tender Date Results of Its Previously Announced Tender Offers
CHICAGO—March 14, 2013—R.R. Donnelley & Sons Company has announced the early tender date results of its offers (the "Tender Offers") to purchase for cash up to $500,000,000 aggregate principal amount of its notes, including up to $300,000,000 of its 6.125 percent Notes due January 15, 2017 (the "2017 Notes"), up to $150,000,000 of its 8.600 percent Notes due August 15, 2016 (the "2016 Notes") and up to $50,000,000 of its 7.25 percent Notes due May 15, 2018 (the "2018 Notes", together with the 2017 Notes and 2016 Notes, the "Securities").
RR Donnelley announced that it has accepted for payment all of the $172,196,000 aggregate principal amount of 2017 Notes and all of the $129,363,000 aggregate principal amount of 2016 Notes that have been validly tendered and not validly withdrawn prior to the Early Tender Date and expects to make payment on such notes today.
As described in the Offer to Purchase, because the aggregate principal amount of the 2018 Notes tendered exceeded the relevant Maximum Principal Amount to be Accepted (as set forth in the table) for the 2018 Notes as of the Early Tender Date, RR Donnelley has accepted validly tendered 2018 Notes on a pro rated basis (rounded downward such that the 2018 Notes 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 20.6 percent. To the extent that pro rated acceptance of the 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for payment $50,000,000 aggregate principal amount of 2018 Notes that had been validly tendered and not validly withdrawn prior to the Early Tender Date and expects to make payment on such notes today.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 2018 Notes for purchase. Holders who have not already tendered their 2017 Notes or 2016 Notes may continue to do so at any time at or prior to 11:59 p.m., New York City time, on March 27, 2013, unless RR Donnelley extends or earlier terminates the Tender Offer. However, such holders will not be entitled to receive any early tender premium, except in the case of any Securities that were tendered prior to 5:00 p.m., New York City time, on March 13, 2013 and which were accepted for purchase. No tenders will be valid if submitted after the applicable expiration date. Withdrawal rights for the Tender Offers have expired.
As described in the Offer to Purchase, if the aggregate principal amount for the 2017 Notes or 2016 Notes that are validly tendered exceeds the Maximum Principal Amount to be Accepted (as set forth in the table), RR Donnelley will accept for payment only such portion of the 2017 Notes or 2016 Notes that does not result in an aggregate principal amount purchased that is above the Maximum Principal Amount to be Accepted. If the Maximum Principal Amount to be Accepted with respect to the 2017 Notes or 2016 Notes is sufficient to allow us to accept some, but not all of the validly tendered 2017 Notes or 2016 Notes, the amount of 2017 Notes or 2016 Notes purchased will be prorated based on the aggregate principal amount 2017 Notes or 2016 Notes validly tendered, rounded down to the nearest integral multiple of $1,000, but not less than the minimum principal amount to be accepted. Depending on the amount of 2017 Notes or 2016 Notes tendered and the proration factor applied, if the principal amount of 2017 Notes or 2016 Notes returned to a holder as a result of proration would result in less than the authorized minimum denomination of $2,000 being returned, RR Donnelley will have the option to reject or accept all of such holder's validly tendered 2017 Notes or 2016 Notes. RR Donnelley reserves the right to increase the Maximum Principal Amount to be Accepted at any time, subject to compliance with applicable law.
About RR Donnelley
RR Donnelley (Nasdaq:RRD), 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 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 clients in virtually every private and public sector.
Source: RR Donnelley.
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