RRD Announces Early Tender Results for Offers to Purchase Certain Outstanding Debt Securities
CHICAGO — September 16, 2016 — RR Donnelley & Sons Company (RRD) has announced the early tender results for the previously announced cash tender offers to purchase a portion of its outstanding debt securities set forth in the table below (the "Notes"). The tender offers include third party cash tender offers (the "Third Party Offers") by J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith Inc., Citigroup Global Markets and MUFG Securities Americas (collectively, the "Third Party Purchasers" and, together with the Company, the "Purchasers") to purchase Notes up to an aggregate purchase price (excluding accrued and unpaid interest) of $294,500,000 (the "Third Party Maximum Tender Payment") and separate cash tender offers by the Company (the "Company Offers" and, together with the Third Party Offers, the "Offers") for the Notes, subject to the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), on the terms and conditions set forth in Offer to Purchase and Consent, dated Aug. 31, 2016, and a related Letter of Transmittal (together, the "Offer Materials").
The Company is offering to purchase Notes 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").
As of 5:00 p.m., New York City time, on Sept. 14, 2016 (the "Early Tender Date"), the principal amounts of Notes listed in the table below had been validly tendered and not withdrawn. Subject to the application of the Acceptance Priority Levels and all conditions to the Third Party Offers set forth in the Offer Materials having been satisfied or waived by the Third Party Purchasers with respect to such purchases, 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 Company will not purchase any Notes on the Early Settlement Date. Holders who validly tendered and did not withdraw Notes by the Early Tender Date will be eligible to receive the Total Consideration as set forth in the table below if their Notes are purchased by the Third Party Purchasers.
The settlement for the Notes accepted for purchase by the Third Party Purchasers is currently expected to occur on Friday, September 16, 2016 (the "Early Settlement Date"). The Third Party Purchasers currently expect that they will accept for purchase all Notes tendered with Acceptance Priority Level 1 and $178,639,000 principal amount of Notes tendered with Acceptance Priority Level 2 (approximately 88% of tendered Notes for such series). No tendered Notes with Acceptance Priority Levels 3 through 7 will be accepted for purchase on the Early Settlement Date. Payment for Notes purchased by the Third Party Purchasers will include accrued and unpaid interest to, but not including, the Early Settlement Date. Based on results to date, the Company does not expect that any tendered Notes with Acceptance Priority Level 5 or lower will be accepted for purchase on the Final Settlement Date (as defined below).
Any Notes of a series not purchased in the Third Party Offers on the Early Settlement Date will be eligible for purchase in the Company Offers on a date following the Expiration Date (the "Final Settlement Date"), subject to satisfaction of the conditions and the application of the Acceptance Priority Levels, the Company Maximum Tender Amount and the 4-7 Acceptance Priority Cap, including Notes tendered on or before the Early Tender Date and not accepted for purchase in the Third Party Offers as a result of proration.
In connection with the Offers, the Company also launched a consent solicitation (the "Consent Solicitation") to amend the terms of the supplemental indentures (the "Supplemental Indentures") governing the 6.125% notes due 2017 ("2017 Notes"), 7.250% notes due 2018 ("2018 Notes") and 8.250% notes due 2019 ("2019 Notes", and together with the 2017 Notes and the 2018 Notes, the "2017-2019 Notes") to reduce the minimum notice period required in connection with a redemption of the 2017-2019 Notes from 30 days to 3 business days (the "Proposed Amendments"). Holders who validly tendered and did not withdraw 2017 Notes, 2018 Notes or 2019 Notes prior to the Early Tender Date are deemed to have validly delivered Consents to the Company related to such Notes.
Based on results to date, the Company has received Consents from holders of a majority of the outstanding principal amount of the 2018 Notes and 2019 Notes and intends to execute amendments to the Supplemental Indentures. The amendments to the Supplemental Indentures will become effective upon execution by the Company and the trustee under the Supplemental Indentures, but will provide that the Proposed Amendments will not become operative with respect to a series of 2017-2019 Notes until the Purchasers purchase in the Offers more than a majority in aggregate principal amount of the applicable series. Therefore, the amendment to the Supplemental Indenture for the 2018 Notes will become operative when the Third Party Purchasers purchase the Notes indicated above on the Early Settlement Date.
The previously announced date for the expiration of withdrawal rights for the Offers and the Consent Solicitation has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.
The Offers and the Consent Solicitation will expire at 11:59 p.m., New York City time, on Sept. 28, 2016, unless extended or earlier terminated.
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).
Copies of the Offer to Purchase and Consent 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 Offers and the Consent Solicitation are being made solely by means of the Offer to Purchase and Consent 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 Offers 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.
Source: RR Donnelley.