Donnelley Financial Solutions, Inc. Announces Pricing of Secondary Common Stock Offering
June 13 2017 - 6:41PM
Business Wire
Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company”)
announced today the pricing of the offering of 6,242,802 shares of
its common stock at a public offering price of $21.25 per share.
The shares have been offered by Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC (together, the
“Selling Stockholders”). 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 acted as the joint book-running
managers and underwriters for the proposed offering.
In addition, the Company has granted the underwriters in the
offering a 30-day option to purchase up to an additional 936,420
shares of the Company’s common stock at the public offering price,
less underwriting discounts and commissions. The Company intends to
use the net proceeds from the sale of any additional shares for
general corporate purposes.
The offering is expected to close on June 21, 2017, subject to
customary closing conditions.
A registration statement relating to the Company’s common stock
has been filed with, and declared effective by, the Securities and
Exchange Commission. The offering has been made only by means of a
prospectus. Copies of the final prospectus relating to this
offering, when available, 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.
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 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/20170613006563/en/
Investor Relations Contact:Solebury Communications
GroupSloan Bohleninvestors@dfsco.com
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