R.R. Donnelley begins separate tenders for $290 million of five series

By Susanna Moon

Chicago, May 23 – R.R. Donnelley & Sons Co. began tender offers for up to $290 million principal amount of several series of its notes, according to an 8-K filing with the Securities and Exchange Commission.

In the third-party offers, Citigroup Global Markets Inc., BofA Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are tendering for up to an aggregate purchase price of $90 million excluding accrued interest of the following notes with the total purchase price for each $1,000 principal amount, listed in order of priority acceptance level:

• $350 million 7 5/8% notes due 2020 with a total purchase price of $1,120; and

• $450 million 7 7/8% notes due 2021 with a total purchase price of $1,100.

The total amount includes an early tender premium of $30.00 for each $1,000 principal amount of notes tendered by the early deadline of 5 p.m. ET on June 5.

In a set of separate offers, the company is offering to spend up to $200 million excluding accrued interest to purchase the following notes with the total purchase price for each $1,000 principal amount, listed in order of priority acceptance level:

• $200 million 6˝% notes due 2023 with a tender cap of $60 million and a total purchase price of $965;

• $350 million 6% notes due 2024 with a tender cap of $80 million and a total purchase price of $1,010; and

• $400 million 6 5/8% notes due 2029 with a tender cap of $60 million and a total purchase price of $980.

The total amount includes an early tender premium of $30.00 for each $1,000 principal amount of notes tendered by the early deadline.

Holders also will receive accrued interest to but excluding the settlement date, which will be June 7 for early tendered notes and June 21 for any remaining tenders.

The company reserves the right to increase the tender caps by an amount not to exceed the difference between the aggregate purchase price of another series and the tender cap of that series, according to a company announcement.

The company said it also may increase, decrease or eliminate any of the tender caps without extending the withdrawal deadline.

The tender offers will end at 11:59 p.m. ET on June 19. Tendered notes may be withdrawn by the early deadline.

If the offers are oversubscribed by the early deadline, the company said it will accept no more notes tendered afterward.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), BofA Merrill Lynch (888 292-0070 or 980 388-3646), J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) are the dealer managers for the company’s offers. Global Bondholder Services Corp. is the depositary and information agent. There are no dealer managers for the third-party offers.

R.R. Donnelley is a Chicago-based provider of integrated communication services.

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