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RR Donnelley Amends Certain Terms of its Maximum Tender Offer for its 4.95% Notes Due May 15, 2010 and Extends the Early Tender Date

09/02/2009

CHICAGO, Sep 02, 2009 (BUSINESS WIRE) -- R.R. Donnelley & Sons Company (NASDAQ:RRD) ("RR Donnelley" or the "Company") today announced that it has amended certain terms of and extended the early tender date for its offer (the "Maximum Tender Offer") to purchase up to $125 million in aggregate principal amount (the "Maximum Tender Amount") of its 4.95% Notes due May 15, 2010 (the "2010 Notes").

The early tender date for the Maximum Tender Offer has been extended until 5:00 p.m., New York City time, on September 2, 2009 (the "Early Tender Date"), unless the Company further extends the early tender date for the Maximum Tender Offer or terminates it prior to such date. The Company has also increased the Maximum Tender Amount to $175 million in aggregate principal amount.

As of 5:00 p.m., New York City time, on September 1, 2009, the aggregate principal amount of 2010 Notes tendered in the Maximum Tender Offer was $171,425,000. In the event that no additional tenders are received after 5:00 p.m., New York City time, on September 1, 2009, pro ration of tenders received would not be necessary due to the increase in the Maximum Tender Amount to $175 million.

Holders of 2010 Notes that are validly tendered at or prior to the Early Tender Date, as extended as described above, and accepted for purchase will still receive $1,010 per $1,000 principal amount of notes accepted for payment, which includes the Early Tender Premium of $20 per $1,000 principal amount. Holders whose 2010 Notes have been accepted for payment and who tendered after the Early Tender Date will receive $990 per $1,000 principal amount of notes accepted for payment.

Tendered 2010 Notes may be withdrawn from the tender offer at or prior to, but not after, 5:00 p.m., New York City time, on September 2, 2009.

The expiration of the Maximum Tender Offer has not been extended and remains September 16, 2009.

The Maximum Tender Offer is being made pursuant to an Offer to Purchase dated August 19, 2009 (the "Offer to Purchase") and the related Letter of Transmittal dated August 19, 2009 (the "Letter of Transmittal"), which sets forth a complete description of the terms of the offers. Holders of 2010 Notes are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Maximum Tender Offer. The Maximum Tender Offer is conditioned on the satisfaction of certain conditions set forth in the Offer to Purchase.

RR Donnelley has retained J.P. Morgan Securities Inc. and BofA Merrill Lynch to serve as dealer managers for the tender offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent.

For additional information regarding the terms of the tender offers, please contact: J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3506 (collect) and BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 540-1500 (toll free) or (212) 430-3774 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal related to the tender offer may also be obtained at no charge from Global Bondholder Services Corporation.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal, which are being distributed to holders of notes by RR Donnelley. The tender offer is not being made in any jurisdiction in which such offer, solicitation or acceptance of thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of RR Donnelley by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction.

About RR Donnelley

RR Donnelley (NASDAQ: RRD) is a global provider of integrated communications. Founded more than 144 years ago, the company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, enhance ROI and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to leading clients in virtually every private and public sector.

For more information, and for RR Donnelley's Corporate Social Responsibility Report, visit the company's web site at http://www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" as defined in 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 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. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.

SOURCE: R.R. Donnelley & Sons Company

R.R. Donnelley & Sons Company
Media Contact:
Doug Fitzgerald, Executive Vice President Communications
Tel: 630-322-6830
E-mail: doug.fitzgerald@rrd.com
or
Investor Contact:
Dave Gardella, Vice President Investor Relations
Tel: 312-326-8155
E-mail: david.a.gardella@rrd.com

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