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RR Donnelley Announces Early Tender Date Results of Its Previously Announced Tender Offers

CHICAGO, March 14, 2013 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq:RRD) today 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% Notes due January 15, 2017 (the "2017 Notes"), up to $150,000,000 of its 8.600% Notes due August 15, 2016 (the "2016 Notes") and up to $50,000,000 of its 7.25% Notes due May 15, 2018 (the "2018 Notes", together with the 2017 Notes and 2016 Notes, the "Securities").

The following table sets forth the Securities that are subject to the Tender Offers as well as the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 13, 2013 (the "Early Tender Date").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 Accepted
for Payment

Approximate
Percentage
Accepted of
Principal Amount
Tendered
6.125% Notes due
January 15, 2017
257867AT8 $525,000,000 $300,000,000 $172,196,000 $172,196,000 100%
8.600% Notes due
August 15, 2016
257867AV3 $350,000,000 $150,000,000 $129,363,000 $129,363,000 100%
7.25% Notes due
May 15, 2018
257867AX9 $600,000,000 $50,000,000 $242,741,000 $50,000,000 20.6%

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and all of the $129,363,000aggregate principal amount of 2016 Notes that have been validly tendered and not validly withdrawn prior to the Early Tender Date and expects to make payment on such notes today.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 (as defined below), 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 above) 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%. 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 above), 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.

The Tender Offers are being made pursuant to an Offer to Purchase dated February 28, 2013 (the "Offer to Purchase") and the related Letter of Transmittal dated February 28, 2013 (the "Letter of Transmittal"), each as amended by the press release issued March 1, 2013, which set forth a complete description of the terms of the Tender Offers. Holders of the Securities are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Tender Offers. The Tender Offers are conditioned on the satisfaction of certain conditions set forth in the Offer to Purchase.

RR Donnelley has retained BofA Merrill Lynch, J.P. Morgan, PNC Capital Markets LLC and US Bancorp 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 (646) 855-3401 (collect), J.P. Morgan at (800) 245-8812 (toll-free) or (212) 270-1200 (collect), PNC Capital Markets LLC at (412) 762-8420 or US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (collect).

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. Holders of the notes must decide how many notes to tender, if any.

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 are being made solely by means of the Offer to Purchase and the related Letter of Transmittal, which are being distributed to holders of notes by RR Donnelley. The Tender Offers are not being 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 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, 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.

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" as defined 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 Finance 312-326-8155 david.a.gardella@rrd.com RR Donnelley Media Contact: Doug Fitzgerald Executive Vice President Communications 630-322-6830 doug.fitzgerald@rrd.comSource:RR Donnelley