R.R. Donnelley begins tender offer for up to $400 million of notes

By Angela McDaniels

Tacoma, Wash., Aug. 12 - R.R. Donnelley & Sons Co. began tender offers for up to $400 million principal amount of three series of its debt securities, according to a company news release.

The company will accept up to $100 million of its $300 million outstanding 5½% notes due 2015, up to $100 million of its $351,455,000 outstanding 6 1/8% notes due 2017 and up to $200 million of its $550 million outstanding 7¼% notes due 2018.

The company launched the tender offers with a $350 million overall cap and a $150 million cap for the 7¼% notes. The caps were increased later the same day after the company upsized its offering of 8.5-year senior notes to $400 million from $350 million.

For each $1,000 principal amount, the company is offering $1,075 for the 5½% notes and $1,115 for the 6 1/8% notes and the 7¼% notes. Each of these payments includes a $30 early tender premium for each note tendered by the early tender date, 5 p.m. ET on Aug. 23.

The company will also pay accrued interest up to but excluding the applicable settlement date.

The tender offers will expire at 11:59 p.m. ET on Sept. 9.

The settlement date is expected to be the first business day after the early tender date for notes tendered by the early tender date and the first business day after the expiration date for notes tendered after the early tender date but prior to the expiration date.

If the amount of a series of notes tendered exceeds the cap for that series, the company will accept notes for purchase on a prorated basis.

The company plans to accept for purchase all notes tendered by the early tender date and will only prorate a series of notes if the principal amount of that series tendered exceeds the cap for that series. If principal amount of a series of notes tendered is less than the cap as of the early tender date, holders who tender after the early tender date may be subject to proration, whereas holders who tender by the early tender date will not be subject to proration.

Furthermore, if the principal amount of a series of notes tendered equals or exceeds the cap as of the early tender date, R.R. Donnelley will not accept any notes for purchase after the early tender date.

Tenders must be made in minimum denominations of $1,000, $2,000 and $2,000 for the 5½% notes, the 6 1/8% notes and the 7¼% notes, respectively.

Depending on the amount of notes tendered and the proration factor applied, if the principal amount of notes returned to a holder as a result of proration would result in less than the authorized minimum denomination - $1,000 for the 5½% notes and $2,000 for the other notes - being returned, the company will have the option to reject or accept all of such holder's tendered notes.

The company reserves the right to increase the caps.

The offers are subject to conditions that include the completion by R.R. Donnelley of $400 million offering of notes due 2022 no later than the early settlement date. The offers are not contingent on the tender of any minimum principal amount of notes.

The dealer managers are BofA Merrill Lynch (888 292-0070 or 646 855-3401), PNC Capital Markets LLC (412 762-8420), ING (646 424-6000) and Loop Capital Markets (888 294-8898 or 312 913-2275). The depositary and information agent is Global Bondholder Services Corp. (866 873-6300 or 212 430-3774).

R.R. Donnelley is a Chicago-based provider of integrated communications.

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