RRD Plans to Offer $350M of Senior Notes in Underwritten Public Offering

CHICAGO—March 6, 2014—R.R. Donnelley & Sons Company announced today that it plans to offer $350 million of senior notes due 2024 in an underwritten public offering.

RR Donnelley intends to use the net proceeds from this offering, along with borrowings under its revolving credit facility, (1) to fund tender offers for up to $350 million aggregate principal amount of its debt securities, including up to $100 million of its 7.250 percent Notes due May 15, 2018, up to $250 million of its 8.250 percent Notes due March 15, 2019 and up to $50 million aggregate principal amount of its 7.625 percent Notes due June 15, 2020 (with the amount of 7.625 percent Notes due June 15, 2020 accepted reduced on a dollar for dollar basis to the extent that tenders for its 7.250 percent Notes due May 15, 2018 and its 8.250 percent Notes due March 15, 2019 exceed $300 million in the aggregate) and (2) to pay premiums in connection with those tender offers. If there are any remaining proceeds from the notes, RR Donnelley intends to use those proceeds to repay borrowings under its revolving credit facility and for general corporate purposes. Amounts repaid under its revolving credit facility may be reborrowed for general corporate purposes, including the repayment or redemption of indebtedness. RR Donnelley expects to announce that it is commencing these tender offers in a separate press release issued upon commencing the tender offers. The completion of each tender offer will be subject to customary closing conditions.

The notes are being offered pursuant to the company's existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. BofA Merrill Lynch, Citigroup, J.P. Morgan, Mitsubishi UFJ Securities, US Bancorp and Wells Fargo Securities will act as the joint book-running managers for the offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch toll-free at 1-800-294-1322, Citigroup toll-free at 1-800-831-9146, J.P. Morgan (c/o Broadridge Financial Solutions) toll-free at 1-866-803-9204, Mitsubishi UFJ Securities toll-free at 1-877-649-6848, US Bancorp toll-free at 1-877-558-2607 and Wells Fargo Securities toll-free at 1-800-326-5897.

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.

Source: RR Donnelley.