R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the
“Company”) announced today that it has commenced cash tender offers
(the “Tender Offers”) to purchase up to $350,000,000 aggregate
principal amount (which amount may be increased, the “Aggregate
Maximum Tender Amount”) of its outstanding 7.625% Senior Notes due
2020, 7.875% Senior Notes due 2021, 8.875% Debentures due 2021 and
7.000% Senior Notes due 2022 (collectively, the “Securities”). No
more than $50,000,000 aggregate principal amount of 7.000% Senior
Notes due 2022 will be accepted for purchase (the “2022 Series
Cap”). RRD intends to fund the Tender Offers with a portion of the
net proceeds from a secured debt financing (the “Debt
Financing”).
The terms and conditions of the Tender Offers are described in
the Company’s Offer to Purchase, dated September 18, 2018 (the
“Offer to Purchase”). Terms not defined otherwise in this press
release have the meanings given to them in the Offer to
Purchase.
The following table sets forth certain terms of the Tender
Offers:
Dollars per $1,000 Principal
Amount of Securities
Aggregate Principal
Acceptance Early CUSIP/ISIN
Amount Priority Tender Offer Tender
Total Title of Securities Numbers
Outstanding(1)
Level Series Cap
Consideration(2)
Premium
Consideration(2)(3)
7.625% Senior Notes due 2020 257867AW1US257867AW18
$238,393,000 1 N/A $1,010.00 $50.00 $1,060.00
7.875% Senior
Notes due 2021 74978DAA2US74978DAA28 $448,098,000 2 N/A
$1,022.50 $50.00 $1,072.50
8.875% Debentures due 2021
257867AC5
US257867AC53
$80,966,000 3 N/A $1,035.00 $50.00 $1,085.00
7.000% Senior Notes
due 2022 257867AZ4US257867AZ49 $140,000,000 4 $50,000,000
$1,000.00 $50.00 $1,050.00
______________________________________________
(1) As of September 17, 2018. (2) Holders will also
receive accrued and unpaid interest from the applicable last
interest payment with respect to the Securities accepted for
purchase to, but not including, the applicable Settlement Date. (3)
Includes the Early Tender Premium.
The Tender Offers will expire at 11:59 p.m., New York City time,
at the end of October 17, 2018, unless extended or earlier
terminated (the “Expiration Date”). No tenders submitted after the
Expiration Date will be accepted.
Holders of Securities that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on October
2, 2018 (such date and time, as it may be extended, the “Early
Tender Date”) and accepted for purchase pursuant to the Tender
Offers will be eligible to receive the Total Consideration for such
series, which includes the early tender premium for such series of
Securities set forth in the table above (with respect to each
series of Securities, the “Early Tender Premium”). Holders of
Securities tendering their Securities after the Early Tender Date
will only be eligible to receive the tender offer consideration for
such series of Securities set forth in the table above (with
respect to each series of Securities, the “Tender Offer
Consideration”), which is the applicable Total Consideration less
the Early Tender Premium.
In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, holders whose Securities are accepted
for purchase will receive accrued and unpaid interest (if any) on
such Securities from the last interest payment date with respect to
those Securities to, but not including, the applicable Settlement
Date (“Accrued Interest”).
Tendered Securities may be withdrawn at or prior to 5:00 p.m.,
New York City time, on October 2, 2018, unless extended by RRD
(such date and time, as it may be extended, the “Withdrawal Date”).
Holders may not withdraw their tendered Securities after the
Withdrawal Date, unless withdrawal rights are otherwise required by
applicable law.
Subject to the satisfaction or waiver of the conditions to the
applicable Tender Offer, we may, but are not obligated to, elect
following the Early Tender Date and prior to the Expiration Date to
accept (with respect to each Tender Offer, the “Early Acceptance
Date”) the Securities validly tendered (and not validly withdrawn)
pursuant to the applicable Tender Offer on or prior to the
applicable Early Tender Date (with respect to each Tender Offer,
the “Early Settlement Option”) up to the Aggregate Maximum Tender
Amount. If we exercise our Early Settlement Option with respect to
any Tender Offer, we will announce such exercise (and notify
holders of the Early Settlement Date) as soon as practicable after
the Early Tender Date. If we exercise our Early Settlement Option
with respect to any Tender Offer, we expect that payment for such
Securities will occur following the applicable Early Tender Date
and prior to the Expiration Date (with respect to each series of
Securities, the “Early Settlement Date”). We currently expect the
Early Settlement Date to occur on or about October 15, 2018.
Subject to the Aggregate Maximum Tender Amount, the 2022 Series
Cap and proration, the Securities accepted on any Settlement Date
will be accepted in accordance with their Acceptance Priority
Levels set forth in the table above, with 1 being the highest
Acceptance Priority Level and 4 being the lowest Acceptance
Priority Level, provided that Securities tendered at or prior to
the Early Tender Date will be accepted for purchase before any
Securities tendered after the Early Tender Date, but at or prior to
the Expiration Date, regardless of the priority of the series of
such later tendered Securities.
Acceptance for tenders of any Securities may be subject to
proration in the Company’s sole discretion if the aggregate
principal amount for any series of Securities validly tendered and
not validly withdrawn would cause the Aggregate Maximum Tender
Amount or the 2022 Series Cap to be exceeded. Furthermore, if the
Tender Offers are fully subscribed as of the Early Tender Date,
holders who validly tender Securities after the Early Tender Date
will not have any of their Securities accepted for purchase and
there will be no Final Settlement Date.
The Company reserves the right, but is under no obligation, to
increase the Aggregate Maximum Tender Amount or the 2022 Series Cap
in the Company’s sole discretion at any time, subject to compliance
with applicable law, which could result in the Company purchasing a
greater aggregate principal amount of Securities in the Tender
Offers. There can be no assurance that the Company will increase
the Aggregate Maximum Tender Amount or the 2022 Series Cap. If the
Company increases the Aggregate Maximum Tender Amount or the 2022
Series Cap, it does not expect to extend the Early Tender Date or
the Withdrawal Date, unless required by applicable law.
Accordingly, holders should not tender Securities that they do not
wish to have purchased in the Tender Offers.
The consummation of the Tender Offers is not conditioned upon
any minimum amount of Securities being tendered. However, the
Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including the completion of the Debt Financing.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
offer is being made solely pursuant to terms and conditions set
forth in the Offer to Purchase. Nothing contained herein shall
constitute an offer to sell, or the solicitation of an offer to
buy, any securities (if any) in connection with the Debt
Financing.
The dealer manager for the Tender Offers is BofA Merrill Lynch.
Any questions regarding the terms of the Tender Offers should be
directed to BofA Merrill Lynch at (toll-free) 888-292-0070 or
(collect) 980-388-3646. Any questions regarding procedures for
tendering Securities, or requests for copies of the Offer to
Purchase, should be directed to Global Bondholder Services, the
information agent (in such capacity, the “Information Agent”) and
depositary (in such capacity, the “Depositary”) for the Tender
Offers, toll-free at (866) 794-2200 (banks and brokers call (212)
430-3774) or 65 Broadway, Suite 404, New York, NY 10006.
About RRD
RRD is a leading global provider of multichannel solutions for
marketing and business communications. With more than 50,000
clients and 43,000 employees across 34 countries, RRD offers a
comprehensive portfolio of capabilities, experience and scale that
enables organizations around the world to effectively create,
manage and execute their multichannel communications
strategies.
Use of Forward-Looking Statements
This press 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. 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 press
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 RRD’s filings with the Securities and
Exchange Commission at www.sec.gov. RRD disclaims any obligation to
update or revise any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180918006155/en/
RRD Investor Contact:Brian Feeney, Senior Vice President,
Investor RelationsTelephone: 630-322-6908E-mail:
brian.feeney@rrd.com
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