R.R. Donnelley to swap old debt for up to $300 million new notes

By Marisa Wong

Los Angeles, May 19 – R.R. Donnelley & Sons Co. said it has begun offers to exchange existing notes from five series for up to $300 million aggregate principal amount of newly issued 8¼% senior notes due July 1, 2027.

The offers expire at 11:59 p.m. ET on June 16.

R.R. Donnelley is offering to exchange the following notes, listed in order of acceptance priority level and with the total consideration in new notes per $1,000 of existing notes:

• $58,915,000 outstanding 8 7/8% debentures due April 15, 2021 (Cusip: 257867AC5) at $1,050.00;

• $110,848,000 outstanding 7 7/8% senior notes due March 15, 2021 (Cusip: 74978DAA2) at $1,050.00;

• $133,399,000 outstanding 7% senior notes due Feb. 15, 2022 (Cusip: 257867AZ4) at $1,062.50;

• $236,595,000 outstanding 6½% senior notes due Nov. 15, 2023 (Cusip: 257867BA8) at $990.00; and

• $100,843,000 outstanding 6% senior notes due April 1, 2024 (Cusip: 257867BB6) at $950.00.

Holders who tender their notes at or prior to 5 p.m. ET on June 2, the early tender time, will be eligible to receive the total consideration, which includes an early tender payment of $20 principal amount of new notes per $1,000 of old notes.

Holders tendering after the early tender time will only be eligible to receive the base consideration, or the total consideration less the $20 early tender payment.

In addition, holders will receive in cash accrued interest, if any, on their accepted old notes up to but excluding the settlement date, which will be June 18.

In conjunction with the exchange offers, the company is soliciting consents from holders of each series of old notes to some proposed amendments to each indenture governing the old notes.

The proposed amendments would eliminate substantially all of the restrictive covenants, modify covenants regarding mergers and consolidations, eliminate some events of default and modify or eliminate other provisions.

Holders may not tender old notes without delivering their consents, and holders may not deliver consents without tendering their related notes.

To adopt the proposed changes, the company must receive consents from holders representing a majority of the outstanding principal amount of the applicable series of old notes.

In the event that the required consents for a series of old notes are received but the notes of that series tendered in the exchange offer are subject to proration, the proposed amendments for that series will not become operative.

R.R. Donnelley said it has entered into an agreement with the largest holder of its outstanding senior notes. That holder and some of its affiliates have agreed to tender all of their roughly $106 million of notes under the exchange offers and to deliver related consents.

The exchange offers are conditioned on, among other things, the tender of a sufficient principal amount of old notes such that at least $140 million aggregate principal amount of new notes would be issued.

However, the exchange offers are not conditioned on the receipt of the required consents from holders of any series of old notes.

Tenders may not be withdrawn and consents may not be revoked after 5 p.m. ET on June 2.

The company said it will pay a soliciting broker fee equal to $2.50 for each $1,000 principal amount of old notes tendered for exchange to retail brokers that are designated by their clients to receive this fee.

BofA Securities, Inc. (980 388-3646 or debt_advisory@bofa.com) is the dealer manager.

Global Bondholder Services Corp. (866 470-3900 or, for brokers, 212-430-3774) is the information and exchange agent.

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

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