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RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers

/ Source: GlobeNewswire

CHICAGO, June 15, 2011 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company (Nasdaq:RRD) ("RR Donnelley" or the "Company") today announces the expiration and final results of its offers (the "Offers") to purchase up to $500,000,000 aggregate principal amount in an any and all tender offer for its 11.25% Notes due February 1, 2019 (the "2019 Notes") and in maximum tender offers for its 6.125% Notes due January 15, 2017 (the "2017 Notes") and 5.50% Notes due May 15, 2015 (the "2015 Notes", together with the 2019 Notes and the 2017 Notes, the "Securities").

The following table sets forth information regarding the Securities that were subject to the Offers and the results of the Offers, including the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 11:59 p.m., New York City time, on June 14, 2011 (the "Expiration Date").

As of the Expiration Date, the aggregate principal amount of 2019 Notes tendered was $216,190,000, of which $216,166,000 were tendered prior to 5:00 p.m., New York City time, on May 31, 2011 (the "Early Tender Date") and were accepted for payment on the early tender settlement date on June 1, 2011. RR Donnelley announces that it has accepted for payment $24,000 aggregate principal amount of 2019 Notes that were validly tendered after the Early Tender Date and prior to the Expiration Date, and expects to make payment on such 2019 Notes today. The holders of such 2019 Notes tendered after the Early Tender Date will not receive an early tender premium. 

As of the Expiration Date, the aggregate principal amount of 2017 Notes tendered was $258,885,000, of which $258,443,000 were tendered prior to the Early Tender Date. As of the Expiration Date, the aggregate principal amount of 2015 Notes tendered was $122,462,000, of which $121,690,000 were tendered prior to the Early Tender Date. As described in the Offer to Purchase (as defined below), because the aggregate principal amount of Securities within an Acceptance Priority Level that were validly tendered exceeded the Maximum Principal Amount to be Accepted (as set forth in the table above) following the purchase of Securities pursuant to the any and all offer for the 2019 Notes and, in the case of the 2015 Notes, of Securities tendered with a numerically lower Acceptance Priority Level, RR Donnelley will accept such validly tendered Securities in such Acceptance Priority Level, in the aggregate, on a pro rated basis (rounded downward such that Securities purchased will be in integral multiples of $1,000, but not less than the minimum principal amount to be accepted) with a pro ration factor of approximately 38.6% applicable to 2017 Notes and a pro ration factor of approximately 81.7% applicable to 2015 Notes.

Accordingly, RR Donnelley announces that it has accepted for payment $100,000,000 aggregate principal amount of 2017 Notes and $100,000,000 aggregate principal amount of 2015 Notes. RR Donnelley expects to make payment on such Securities today. Holders of the 2017 Notes and 2015 Notes whose Securities were validly tendered and not validly withdrawn prior to the Early Tender Date and are accepted for payment by RR Donnelley are entitled to receive the applicable early tender premium.

The Offers were made pursuant to an Offer to Purchase dated May 17, 2011 (the "Offer to Purchase") and the related Letter of Transmittal dated May 17, 2011 (the "Letter of Transmittal"), which set forth a complete description of the terms of the Offers.

BofA Merrill Lynch and Wells Fargo Securities, LLC served as dealer managers for the Offers. Global Bondholder Services Corporation served as the depositary and information agent.

For additional information regarding the terms of the 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).

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 Offers were made solely by means of the Offer to Purchase and the related Letter of Transmittal, which were distributed to holders of Securities by RR Donnelley. The Offers were not 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 Offers were 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 .

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