R.R. Donnelley gives final results of exchange offers for five series

By Sarah Lizee

Olympia, Wash., June 17 – R.R. Donnelley & Sons Co. announced the final results of its 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 following existing notes were tendered for exchange by the expiration time, 11:59 p.m. ET on June 16, listed in order of acceptance priority level and with the total consideration in new notes per $1,000 of existing notes:

• $3,282,000 of $58,915,000 of outstanding 8 7/8% debentures due April 15, 2021 (Cusip: 257867AC5) at $1,050.00;

• $16,363,000 of $110,848,000 outstanding 7 7/8% senior notes due March 15, 2021 (Cusip: 74978DAA2) at $1,050.00;

• $25,801,000 of $133,399,000 outstanding 7% senior notes due Feb. 15, 2022 (Cusip: 257867AZ4) at $1,062.50;

• $161,625,000 of $236,595,000 outstanding 6½% senior notes due Nov. 15, 2023 (Cusip: 257867BA8) at $990.00; and

• $39,105,000 of $100,843,000 outstanding 6% senior notes due April 1, 2024 (Cusip: 257867BB6) at $950.00.

The total consideration includes an early tender payment of $20 principal amount of new notes per $1,000 of old notes.

Based on the amount of old notes tendered, the company said it expects to accept all of the old notes for exchange, and about $245 million of new notes is expected to be issued upon closing of the exchange offers.

The company also said that as of the expiration time, all conditions of the offer had been satisfied, and settlement is expected for June 18.

As previously reported, the company had said that as of 5 p.m. ET on June 2, about $226 million of old notes had been tendered for exchange under the offers. Based on those results, the exchange offer condition that at least $140 million of new notes would be issued was met.

In addition, the company had extended the date for holders to be eligible to receive the early tender consideration to the exchange expiration time, 11:59 p.m. ET on June 16, from 5 p.m. ET on June 2.

Prior to the early tender date extension, holders tendering after the early tender time were only 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.

The offers were announced on May 19.

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

By the previous early tender date, the company had received requisite consents from holders of the 6½% notes to amend the notes.

The proposed amendments 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 could not tender old notes without delivering their consents, and holders could not deliver consents without tendering their related notes.

To adopt the proposed changes, the company had to 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 were received but the notes of that series tendered in the exchange offer were subject to proration, the proposed amendments for that series would 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 company said that holder had tendered or directed the tender of all of the notes by the previous early tender deadline.

The exchange offers were not conditioned on the receipt of the required consents from holders of any series of old notes.

Tenders could 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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