Donnelley Financial Solutions, Inc. Announces Secondary Common Stock Offering
June 07 2017 - 6:55AM
Business Wire
Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company”)
announced today that Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC (together, the “Selling
Stockholders”) intend to offer 6,242,802 shares of the Company’s
common stock in an underwritten public offering (the “offering”),
subject to market conditions. Immediately prior to the consummation
of the offering, R.R. Donnelley & Sons Company (NYSE: RRD)
(“RRD”) will exchange the shares of common stock to be sold in the
offering (which constitutes RRD’s entire remaining position in the
Company’s stock) with the Selling Stockholders or their affiliates
for certain debt obligations of RRD held by the Selling
Stockholders or their affiliates, and the debt obligations
exchanged will be cancelled or otherwise deemed satisfied upon
delivery to RRD. The Selling Stockholders are offering to sell
those shares pursuant to this offering, and they will receive all
of the net proceeds from the sale of these shares.
The Selling Stockholders are also acting as the joint
book-running managers for the proposed offering.
In addition, the Company intends to grant the underwriters in
the offering a 30-day option to purchase up to an additional
936,420 shares of the Company’s common stock. The Company intends
to use the net proceeds from the sale of any additional shares for
general corporate purposes.
The offering will only be made by means of a prospectus. Copies
of the preliminary prospectus related to the offering may be
obtained from Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by telephone at 1-800-831-9146; BofA Merrill Lynch, NC1-004-03-43,
200 North College Street, 3rd floor, Charlotte, NC, 28255-0001
Attention: Prospectus Department, email:
dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717 or by telephone at 1-866-803-9204; and Wells Fargo
Securities, LLC, 375 Park Avenue, New York, NY, Attention: Equity
Syndicate Department, or by telephone at 1-800-326-5897 or email a
request to cmclientsupport@wellsfargo.com.
A registration statement relating to the Company’s common stock
has been filed with the Securities and Exchange Commission (the
“SEC”) but has not yet become effective. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Donnelley Financial Solutions
Donnelley Financial Solutions (NYSE: DFIN) provides software and
services that enable clients to communicate with confidence in a
complex regulatory environment. With 3,500 employees in 61
locations across 18 countries, we provide thousands of clients
globally with innovative tools for content creation, management and
distribution, as well as data analytics and multi-lingual
localization services. Leveraging advanced technology, deep-domain
expertise and 24/7 support, we deliver cost-effective solutions to
meet the evolving needs of our clients.
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 the U.S. Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements relating to
the proposed offering and the use of proceeds from the offering.
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, including risks
associated with the ability of Donnelley Financial Solutions to
perform as expected as a separate, independent entity and risks
associated with the volatility and disruption of the capital and
credit markets, and adverse changes in the global economy. Readers
are strongly encouraged to read the full cautionary statements
contained in the Company’s filings with the SEC. Donnelley
Financial Solutions disclaims any obligation to update or revise
any forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170607005630/en/
Investor Relations Contact:Sloan BohlenSolebury
Communications Groupinvestors@dfsco.com
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