updated 5/17/2011 11:15:31 PM ET 2011-05-18T03:15:31

CHICAGO, May 17, 2011 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq:RRD) today announced the commencement of cash tender offers for up to $500 million of its outstanding debt securities from the three series listed below.

The tender offers are being made pursuant to an Offer to Purchase, dated May 17, 2011, and a related Letter of Transmittal, dated May 17, 2011, which set forth a more detailed description 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 is offering to purchase for cash (1) any and all of the $400 million aggregate principal amount of its 11.25% Notes due February 1, 2019 (the "2019 Notes") and (2) up to $500 million less the aggregate principal amount of 2019 Notes purchased by RR Donnelley pursuant to the tender offer for the 2019 Notes (the "Maximum Tender Amount") in aggregate principal amount of 6.125% Notes due January 15, 2017 (the "2017 Notes") and 5.50% Notes due May 15, 2015 (the "2015 Notes", and together with the 2019 Notes and 2017 Notes, the "Securities") in accordance with Acceptance Priority Level (set forth in the table below) and the $100 million of Maximum Principal Amount to be Accepted for each series of 2017 Notes and 2015 Notes. The Company refers to its offer to purchase the 2019 Notes as the "Any and All Tender Offer" and to its offers to purchase the 2017 Notes and 2015 Notes as the "Maximum Tender Offers." The Company refers to each of the Any and All Tender Offer and the Maximum Tender Offers as a "Tender Offer" and the three offers, collectively, as the "Tender Offers."

Holders must validly tender their Securities at or prior to 5:00 p.m., New York City time, on May 31, 2011 (such date and time, as they may be extended, the "Early Tender Date") to be eligible to receive the Total Consideration (as set forth in the table below).The Tender Offers will expire at 11:59 p.m., New York City time, on June 14, 2011, unless extended or earlier terminated.

 
          Dollars per $1,000 Principal

Amount of Securities
Title of Security



CUSIP

Number


Principal

Amount

Outstanding


Maximum Principal

Amount to be

Accepted


Acceptance

Priority

Level




Tender Offer

Consideration


Early

Tender

Premium




Total

Consideration
Any and All Tender Offer              
11.25% Notes due February 1, 2019 257867AU5 $ 400,000,000 $ N/A N/A $1,247.50 $30.00 $1,277.50
Maximum Tender Offer              
6.125% Notes due January 15, 2017 257867AT8 $ 625,000,000 $100,000,000 (1)(3) 1 $980.00 $30.00 $1,010.00
5.50% Notes due May 15, 2015

 
257867AR2;

257867AQ4


 $ 500,000,000
  

$100,000,000 (2)(3)


2


$1,005.00


$30.00


$1,035.00 

(1) The Maximum Principal Amount to be Accepted (as set forth in the table above) will, in the case of the 2017 Notes, be equal to the Maximum Tender Amount; provided, that the Maximum Principal Amount to be Accepted of 2017 Notes accepted for purchase in the Maximum Tender Offers will not exceed $100,000,000.

(2) The Maximum Principal Amount to be Accepted will, in the case of the 2015 Notes, be equal to the difference between the Maximum Tender Amount and the aggregate principal amount of the 2017 Notes properly tendered and accepted for purchase by RR Donnelley; provided, that the Maximum Principal Amount to be Accepted of the 2015 Notes accepted for purchase in the Maximum Tender Offers will not exceed $100,000,000.

(3) If the principal amount of Securities tendered in any Maximum Tender Offer is greater than the applicable Maximum Principal Amount to be Accepted, then the Securities of that series accepted for purchase will be subject to proration (rounded downward such that Securities purchased will be in integral multiples of $1,000) and no Securities with a higher numeric Acceptance Priority Level will be purchased.

RR Donnelley's obligation to accept for payment and to pay for any of the Securities in any of the Tender Offers is subject to the satisfaction or waiver of a number of conditions, including the completion by RR Donnelley of a public offering of not less than $600 million in aggregate principal amount of  7.25% Notes due 2018 no later than the Any and All Early Settlement Date on terms reasonably satisfactory to the Company. 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"). Securities that are validly tendered at or prior to the Early Tender Date and accepted for purchase by RR Donnelley will receive the Total Consideration which is equal to the Tender Offer Consideration for the applicable Securities plus the Early Tender Premium for such Securities, payable on the Any and All Early Settlement Date or the Maximum Tender Settlement Date, as applicable (each as defined below). Securities tendered after the Early Tender Date but before the applicable Expiration Date and accepted for purchase by RR Donnelley will receive the applicable Tender Offer Consideration, payable on the Any and All Settlement Date or the Maximum Tender Settlement Date (each as defined below), but not the Early Tender Premium. 

2019 Notes that are tendered and accepted for purchase at or prior to the Early Tender Date will be settled only on the date that we refer to as the "Any and All Early Settlement Date," which will promptly follow the Early Tender Date. RR Donnelley anticipates that the Any and All Early Settlement Date for the 2019 Notes will be the first business day after the Early Tender Date. 2019 Notes that are tendered and accepted for purchase after the Early Tender Date but before the applicable Expiration Date will be settled only on the date that we refer to as the "Any and All Settlement Date," which will promptly follow the applicable Expiration Date. RR Donnelley anticipates that the Any and All Settlement Date for the 2019 Notes will be the first business day after the applicable Expiration Date. 2017 Notes and 2015 Notes that are accepted for purchase will be settled only on the date we refer to as the Maximum Tender Settlement Date, which will promptly follow the applicable Expiration Date. The Company anticipates that the Maximum Tender Settlement Date will be the first business day after the applicable Expiration Date. No tenders will be valid if submitted after the applicable Expiration Date. 

In addition to the applicable Tender Offer Consideration or the Total Consideration, as the case may be, all Securities accepted for purchase will also receive accrued and unpaid interest on those Securities from the last interest payment date to, but not including, the Any and All Early Settlement Date, the Any and All Settlement Date or the Maximum Tender Settlement Date, as applicable, for each series of Securities.

If the aggregate principal amount of 2017 Notes and 2015 Notes that are validly tendered exceeds the Maximum Principal Amount to be Accepted for such series of Securities, RR Donnelley will accept for payment only such portion of such series of Securities that does not result in an aggregate principal amount purchased that is above the Maximum Principal Amount to be Accepted, as applicable to such series of Securities. If the Maximum Principal Amount to be Accepted with respect to a series of Securities is sufficient to allow the Company to accept some, but not all of the validly tendered Securities of such series, the amount of Securities of such series purchased will be prorated based on the aggregate principal amount of Securities of such series validly tendered in the offer, rounded down to the nearest integral multiple of $1,000, but not less than the minimum principal amount to be accepted.

RR Donnelley reserves the right to increase the Maximum Tender Amount or the Maximum Principal Amount to be Accepted at any time, subject to compliance with applicable law, which could result in purchasing a greater principal amount of any of the 2017 Notes and 2015 Notes in the Maximum Tender Offers. There can be no assurance that RR Donnelley will exercise its right to increase the Maximum Tender Amount and/or the Maximum Principal Amount to be Accepted. 

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 May 31, 2011, with respect to the Securities being tendered in connection with the Tender Offers, unless extended or earlier terminated.

RR Donnelley has retained BofA Merrill Lynch and Wells Fargo Securities, LLC 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: BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect), or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (collect).

The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders of Securities 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 Securities should tender or refrain from tendering the Securities.

This announcement 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. 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 146 years ago, the company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, enhance return on investment 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 products and 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 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.

CONTACT: RR Donnelley Investor Contact:
         Dave Gardella
         Senior Vice President
         Finance
         312-326-8155
         david.gardella@rrd.com
         
         RR Donnelley Media Contact:
         Doug Fitzgerald
         Executive Vice President
         Communications
         630-322-6830
         doug.fitzgerald@rrd.com

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