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RR Donnelley Announces Cash Tender Offers for 5.625% Notes Due January 15, 2012 and 4.95% Notes Due May 15, 2010

08/18/2009

CHICAGO, Aug 19, 2009 (BUSINESS WIRE) -- R.R. Donnelley & Sons Company (NASDAQ:RRD) ("RR Donnelley," the "Company," "We" or "Us") today announced the commencement of cash tender offers for the outstanding senior debt securities of the two series listed below.

The tender offers are being made pursuant to an Offer to Purchase, dated August 19, 2009, and a related Letter of Transmittal, dated August 19, 2009, each to be distributed to holders of the senior debt securities of the two series listed below, which distributed materials set forth a more detailed description of the terms and conditions of the tender offers.

Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, RR Donnelley offers to purchase for cash (1) any and all of the $625 million aggregate principal amount of its 5.625% Notes Due January 15, 2012 (the "2012 Notes") and (2) up to $125 million aggregate principal amount (the "Maximum Tender Amount") of its 4.95% Notes Due May 15, 2010 (the "2010 Notes"). We refer to our offer to purchase the 2012 Notes as the "Any and All Tender Offer" and we refer to our offer to purchase the 2010 Notes as the "Maximum Tender Offer." We refer to both offers, collectively, as the "tender offers."

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on August 26, 2009, and the Maximum Tender Offer will expire at 11:59 p.m., New York City time, on September 16, 2009 (such date and time, unless extended or earlier terminated with respect to a series, the applicable "Expiration Date").

             
            Dollars per $1,000 Principal
Amount of Securities
Title of Security   CUSIP Number   Principal Amount Outstanding   Tender Offer Consideration   Early Tender Premium   Total Consideration(1)
Any and All Tender Offer                    
5.625% Notes due                    
January 15, 2012   257867AS0   $625,000,000   $1,015.00   NA   NA
Maximum Tender Offer                    

4.95% Notes due

  257867AP6                

May 15, 2010

  257867AN1   $500,000,000   $990.00   $20.00   $1,010.00
                     

(1) The Total Consideration includes the Early Tender Premium (as defined below) and is payable only in respect of the 2010 Notes validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on September 1, 2009 (the "Early Tender Date"), and accepted for payment.

Our obligation to accept for payment and to pay for the 2012 Notes or the 2010 Notes (collectively, the "Securities") in either of the tender offers is subject to the satisfaction or waiver of a number of conditions including the completion by us of a public offering of not less than $350,000,000 in aggregate principal amount of unsecured senior debt securities that closes no later than the Expiration Date for the Any and All Tender Offer on terms reasonably satisfactory to us. RR Donnelley expects to use the net proceeds of that offering, plus cash on hand and borrowings under its revolving credit facility, if necessary, to fund purchases of the Securities pursuant to the tender offers. The tender offers are not contingent upon the tender of any minimum principal amount of Securities. RR Donnelley reserves the right to waive any one or more of the conditions at any time.

The tender offer consideration for each $1,000 principal amount of each series of the Securities validly tendered and accepted for purchase pursuant to the tender offers will be the applicable tender offer consideration for such series of Securities set forth in the table above (with respect to each series, the applicable "Tender Offer Consideration"). Holders of 2010 Notes that are validly tendered at or prior to the Early Tender Date and accepted for purchase will receive the Tender Offer Consideration for the 2010 Notes plus the applicable early tender premium set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration"). Holders of 2012 Notes tendered after the Early Tender Date but before the applicable expiration date and accepted for purchase will receive the applicable Tender Offer Consideration, payable on the applicable settlement date, but not the Early Tender Premium. Holders of the 2012 Notes that are validly tendered at or prior to the applicable expiration date and are accepted for purchase will receive the applicable Tender Offer Consideration, payable on the applicable settlement date.

Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date. The settlement dates are expected to be one business day following the applicable expiration dates of the tender offers.

If the aggregate principal amount for 2010 Notes that are validly tendered exceeds the Maximum Tender Amount, RR Donnelley will accept for payment only such portion of the 2010 Notes that does not result in an aggregate principal amount purchased that is above the Maximum Tender Amount. If the Maximum Tender Amount is sufficient to allow us to accept some, but not all of the validly tendered 2010 Notes, the amount of 2010 Notes purchased will be prorated based on the aggregate principal amount of 2010 Notes validly tendered in the Maximum Tender Offer, rounded down to the nearest integral multiple of $1,000.

Tendered Securities of a series may be withdrawn from the tender offers at or prior to, but not after, 5:00 p.m., New York City time, on August 26, 2009, with respect to the 2012 Notes and 5:00 p.m., New York City time, on September 1, 2009, with respect to the 2010 Notes.

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 the tender offers.

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).

The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders beginning today. Copies of the Offer to Purchase and the Letter of Transmittal related to the tender offers may also be obtained at no charge from Global Bondholder Services Corporation.

Neither RR Donnelley, its board of directors, the information agent and depositary nor the dealer managers make any recommendation as to whether holders of the notes should tender or refrain from tendering the notes. Holders of the notes must decide how many notes to tender, if any.

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 offers are 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 offers are not being made in any jurisdiction in which such offer, solicitation or acceptance 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 offers 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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