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R.R. Donnelley & Sons Company, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and MUFG Securities Americas Inc. Announce Cash Tender Offers for up to $1,000,000,000 Aggregate Principal Amount o

CHICAGO, Aug. 31, 2016 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company (“RR Donnelley” or the “Company”) (NYSE:RRD) and J.P. Morgan Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated, Citigroup Global Markets Inc. and MUFG Securities Americas Inc. (collectively, the “Third-Party Purchasers” and, together with the Company, the “Purchasers”) today announced the commencement of separate cash tender offers for the Company’s outstanding debt securities set forth in the table below (the “Notes”).

The Third-Party Purchasers are offering (the “Third-Party Offers”) to purchase Notes up to an aggregate purchase price (excluding accrued and unpaid interest) of $294,500,000 (the “Third-Party Maximum Tender Payment”).

The Company is offering (the “Company Offers” and, together with the Third-Party Offer, the “Offers”) up to an amount (the “Company Maximum Tender Amount”) that would not cause the aggregate principal amount of Notes purchased in the Offers to exceed $1,000,000,000; provided that the Company will not accept for purchase more than $260,000,000 aggregate principal amount of Notes having Acceptance Priority Level 4-7 (the “4-7 Acceptance Priority Cap”).

The Company is also soliciting consents (“Consents”) from the holders of the Company’s 6.125% notes due 2017 (“2017 Notes”), 7.250% notes due 2018 (“2018 Notes”) and 8.250% notes due 2019 (“2019 Notes”) to proposed amendments to the terms of the indenture governing such notes to reduce the minimum notice period required in connection with a redemption of such notes from 30 days to 3 business days (the “Consent Solicitation”). On or shortly following the Final Settlement Date (as defined below), the Company intends to issue a notice of redemption to redeem any 2017 Notes, 2018 Notes and 2019 Notes not tendered in the Offers. This announcement does not constitute a notice of redemption to any 2017 Notes, 2018 Notes or 2019 Notes.

The tender offers and the Consent Solicitation are being made pursuant to an Offer to Purchase, dated August 31, 2016, and a related Letter of Transmittal, which set forth a more detailed description of the Offers and the Consent Solicitation.

Subject to the terms and conditions of the Offer to Purchase (and any amendments or supplements thereto), the Third-Party Purchasers will purchase Notes that are first tendered with the highest Acceptance Priority Level, up to the Third Party Maximum Tender Payment, after which the Company will purchase the Notes that are tendered with the highest Acceptance Priority Level, subject to the Company Maximum Tender Amount and the 4-7 Acceptance Priority Cap. The aggregate principal amount outstanding of 2017 Notes, 2018 Notes and 2019 Notes is less than the Company Maximum Tender Amount, so any 2017 Notes, 2018 Notes and 2019 Notes that are tendered and not accepted for purchase in the Third Party Offers will be eligible for purchase in the Company Offers.

The Offers and the Consent Solicitation will expire at 11:59 p.m., New York City time, on September 28, 2016 (the “Expiration Date”), unless extended or earlier terminated. Holders must validly tender their Notes and validly deliver their Consents at or prior to 5:00 p.m., New York City time, on September 14, 2016 (such date and time, as may be extended, the “Early Tender Date”) to be eligible to receive the Total Consideration as set forth in the table below. Holders who validly tender Notes and validly deliver Consents after the Early Tender Date and on or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration for Notes of that series (which is equal to the Total Consideration minus the applicable Early Tender Premium) as set forth in the table below. No separate consideration will be paid in connection with the Consent Solicitation.

Per $1,000 principal amount of Notes tendered
Title of SecurityCUSIP Number/ISIN Principal Amount OutstandingAcceptance Priority LevelTender Offer ConsiderationEarly Tender PremiumTotal Consideration1
6.125% Notes due 2017257867AT8/ US257867AT88 $251,454,000 1$988.50 $30.00 $ 1,018.50
7.250% Notes due 2018257867AX9/ US257867AX90 $250,000,000 2$ 1,072.50 $30.00 $ 1,102.50
8.250% Notes due 2019257867AY7/ US257867AY73$238,871,000 3$ 1,137.50 $30.00 $1,167.50
7.000% Notes due 2022257867AZ4/ US257867AZ49 $400,000,000 4$ 1,050.00 $30.00 $ 1,080.00
6.500% Notes due 2023257867BA8/ US257867BA88 $350,000,000 5$ 1,025.00 $30.00 $ 1,055.00
6.000% Notes due 2024257867BB6/ US257867BB61 $400,000,000 6$ 997.50 $30.00 $ 1,027.50
6.625% Notes due 2029257867AG6/ US257867AG67$200,000,000 7$ 970.00 $30.00 $ 1,000.00

[1] Includes Early Tender Premium.

Subject to the application of the Acceptance Priority Levels and all conditions to the Third Party Offers (other than the Separation and Financing Conditions (as defined below)) having been satisfied or waived by the Third-Party Purchasers with respect to such purchases, on a date (the “Early Settlement Date”) following the Early Tender Date and before the Expiration Date, the Third-Party Purchasers will purchase any Notes validly tendered at or prior to the Early Tender Date up to the Third-Party Maximum Tender Payment. The Early Settlement Date is currently expected to occur on September 16, 2016. The Company will not purchase any Notes on the Early Settlement Date.

If the aggregate purchase price of Notes purchased on the Early Settlement Date equals the Third-Party Maximum Tender Payment, the Third-Party Purchasers will not purchase any Notes on the Final Settlement Date (as defined below). If the aggregate purchase price of Notes purchased on the Early Settlement Date is less than the Third-Party Maximum Tender Payment, the Third-Party Purchasers will purchase any remaining Notes that have been validly tendered by the Expiration Date, subject to the Third-Party Maximum Tender Payment, the application of the Acceptance Priority Levels and all conditions to the Third Party Offer having been satisfied or waived by the Third-Party Purchasers with respect to such purchases, on a date following the Expiration Date (the “Final Settlement Date” and each of the Early Settlement Date and Final Settlement Date, a “Settlement Date”) and the Company will purchase any remaining Notes in excess of the Third-Party Maximum Tender Payment that have been validly tendered by the Expiration Date, subject to the Company Maximum Tender Amount (including the 4-7 Acceptance Priority Cap), the application of the Acceptance Priority Levels and all conditions to the Company Offer having been satisfied or waived by the Company on the Final Settlement Date, in each case subject to proration as described in the Offer to Purchase. The Final Settlement Date is expected to occur promptly following the Expiration Date, subject to all conditions to the Offers having been satisfied or waived. The expected Final Settlement Date is September 30, 2016, unless extended by the Purchasers.

The amounts of each series of Notes that are purchased on any Settlement Date will be determined in accordance with the Acceptance Priority Levels as described in the Offer to Purchase, with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level. At each Settlement Date, all Notes validly tendered and not validly withdrawn having a higher Acceptance Priority Level will be accepted before any Notes tendered having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Notes validly tendered after the Early Tender Date with a higher Acceptance Priority Level will be accepted before any Notes having a lower Acceptance Priority Level that were validly tendered on or before the Early Tender Date and not accepted for purchase as a result of the aggregate purchase price of Notes tendered as of the Early Tender Date exceeding the Third-Party Maximum Tender Payment. If purchasing all of the tendered Notes of a series of an applicable Acceptance Priority Level would cause the Third-Party Maximum Tender Payment, or the Company Maximum Tender Amount (including the 4-7 Acceptance Priority Cap), to be exceeded on any Settlement Date, the amount of that series of Notes purchased on that Settlement Date will be prorated as described in the Offer to Purchase. Subject to all conditions to the Company Offer having been satisfied or waived by the Company on the Final Settlement Date, all 2017 Notes, 2018 Notes and 2019 Notes that are validly tendered and not validly withdrawn that are not purchased pursuant to the Third Party Offers will be purchased by the Company in the Company Offers on the Final Settlement Date.

The Third-Party Purchasers or the Company, as applicable, may extend or otherwise amend the Early Tender Date or the Expiration Date and the Company may increase or decrease the Company Maximum Tender Amount (including the 4-7 Acceptance Priority Cap), in each case without extending the deadline for withdrawal or otherwise reinstating withdrawal rights of holders of Notes. Subject to applicable law, each Offer for any series of Notes is being made independently of the other Offers for any other series of Notes, and the applicable Purchaser(s) with respect to each Offer reserves the right, subject to applicable law, to terminate, withdraw, amend or extend such Offer without also terminating, withdrawing, amending or extending any other Offer.

The Purchasers’ obligations with regard to the Offers are conditioned on the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. The Company’s obligations with regard to the Company Offers and, following the Early Settlement Date, the Third-Party Purchaser’s obligations with respect to the Third-Party Offers are subject to the satisfaction or waiver of additional conditions, including (i)(a) the transfers, from the Company, of the Company’s financial communications and data services business to Donnelley Financial Solutions, Inc. (“Donnelley Financial”) and the Company’s publishing and retail-centric printing services business to LSC Communications, Inc. (“LSC Communications”) having been consummated and (b) each of the Company, Donnelley Financial and LSC Communications having become independent public companies (the transactions in (i)(a) and (i)(b) above, the “Separation Transactions”), and (ii) Donnelley Financial and LSC Communications having each completed one or more syndicated loan and/or capital markets transactions (the “Financing Transactions”), and having each contributed net proceeds from the Financing Transactions to the Company that are at least sufficient to pay the Company Maximum Tender Amount and expenses and fees in connection with the Separation Transactions, the Financing Transactions and the Offers ((i) and (ii), collectively “The Separation and Financing Conditions”).

The Financing Transactions are expected to be consummated two business days following the Expiration Date, but the timing of the consummation, if any, of the Financing Transactions will depend on market conditions and other factors. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities which may be sold in any Financing Transaction.

Withdrawal rights for the Offers and the Consent Solicitation will expire at 5:00 p.m., New York City time, on September 14, 2016, unless extended or as otherwise required by law.

RR Donnelley has retained Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc., MUFG Securities Americas Inc. and PNC Capital Markets LLC to serve as dealer managers for the Company Offers and as solicitation agents for the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent for the Offers and the Consent Solicitation. There are no dealer managers for the Third-Party Offers.

For additional information regarding the terms of the Third-Party Offers, please contact J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll free) or (980) 388-3646 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or MUFG Securities Americas Inc. at (877) 744-4532 (toll free) or (212) 405-7481 (collect). For additional information regarding the terms of the Company Offers and the Consent Solicitation, please contact one of the dealer managers and solicitation agents for the Company Offers and the Consent Solicitation: Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll free) or (980) 388-3646 (collect), U.S. Bancorp Investments, Inc. at (877) 558-2607 (toll free) or (612) 336-7604 (collect), MUFG Securities Americas Inc. at (877) 744-4532 (toll free) or (212) 405-7481 (collect) or PNC Capital Markets LLC at (800) 765-8472 (toll free) or (412) 762-2852 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 924-2200 (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 Notes beginning today. Copies of the Offer to Purchase and the Letter of Transmittal related to the Offers may also be obtained at no charge from Global Bondholder Services Corporation.

None of RR Donnelley, its boards of directors, the Third-Party Purchasers, the information agent and depositary or the dealer managers for the Company Offer make any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes or deliver or refrain from delivery any Consents pursuant to the Consent Solicitation.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The Company Offer and the Consent Solicitation 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 or consent solicitation to be made by a licensed broker or dealer, the Company Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction.

About RR Donnelley

RR Donnelley 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. RR 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 Global Social Responsibility Report, visit the company’s website 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.

RR Donnelley Investor Contact: Dave Gardella Senior Vice President Finance 312-326-8155 david.a.gardella@rrd.com

Source:RR Donnelley