Exhibit 99.1
R.R. Donnelley & Sons Company Announces
Early Tender Results of Previously Announced Cash Tender Offers
and Increases Aggregate Maximum Tender Amount
October 3, 2018
CHICAGO—(BUSINESS WIRE)—R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) announced today the early tender results for its previously announced cash tender offers (the “Tender Offers”) for its outstanding 7.625% Senior Notes due 2020 (the “2020 Notes”), 7.875% Senior Notes due 2021 (the “2021 Notes”), 8.875% Debentures due 2021 (the “2021 Debentures”) and 7.000% Senior Notes due 2022 (the “2022 Notes” and, collectively with the 2020 Notes, the 2021 Notes and the 2021 Debentures, the “Securities”). Terms not defined otherwise in this press release have the meanings given to them in the Company’s Offer to Purchase, dated September 18, 2018 (as amended or supplemented from time to time, the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on October 2, 2018 (such date and time, the “Early Tender Date”), approximately $644.5 million in aggregate principal amount of Securities were validly tendered and not withdrawn.
In addition, RRD has elected to increase the aggregate principal amount of the Securities (as so increased, the “Aggregate Maximum Tender Amount”) that it can purchase under the Tender Offers from $350,000,000 to $400,000,000, subject to the Acceptance Priority Levels and the 2022 Series Cap set forth in the table below. In accordance with the terms of the Offer to Purchase, RRD reserves the right to further increase the Aggregate Maximum Tender Amount or otherwise amend the Tender Offers, subject to applicable law.
The following table lists the series of Securities subject to the Tender Offers, certain terms of the Tender Offers and the aggregate principal amount of validly tendered and not withdrawn Securities for each series as of the Early Tender Date:
| | | | | | | | | | | | | | | | | | |
Title of Securities | | CUSIP/ISIN Numbers | | Aggregate Principal
Amount Outstanding | | | Acceptance
Priority
Level | | | Series Cap | | Principal
Amount
Tendered | | | Total
Consideration (1)(2)(3) |
7.625% Senior Notes due 2020 | | 257867AW1
US257867AW18 | | $ | 238,393,000 | | | | 1 | | | N/A | | $ | 172,639,000 | | | $1,060.00 |
| | | | | | |
7.875% Senior Notes due 2021 | | 74978DAA2
US74978DAA28 | | $ | 448,098,000 | | | | 2 | | | N/A | | $ | 372,533,000 | | | $1,072.50 |
| | | | | | |
8.875% Debentures due 2021 | | 257867AC5 US257867AC53 | | $ | 80,966,000 | | | | 3 | | | N/A | | $ | 25,208,000 | | | $1,085.00 |
| | | | | | |
7.000% Senior Notes due 2022 | | 257867AZ4
US257867AZ49 | | $ | 140,000,000 | | | | 4 | | | $50,000,000 | | $ | 74,072,000 | | | $1,050.00 |
| (1) | Per $1,000 principal amount of Securities. |
| (2) | Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to the Securities accepted for purchase to, but not including, the applicable Settlement Date. |
| (3) | Includes the Early Tender Premium of $50 per $1,000 principal amount of Securities. |
Based on the application of the Acceptance Priority Levels set forth in the table above, the Aggregate Maximum Tender Amount and the 2022 Series Cap, and subject to the satisfaction or waiver of the conditions to the applicable Tender Offer, RRD currently expects to accept for purchase all 2020 Notes and approximately $227.4 million in aggregate principal amount of 2021 Notes that were validly tendered and not withdrawn. Because more than the Aggregate Maximum Tender Amount of Securities was validly tendered and not withdrawn by the Early Tender Date, RRD will not accept any further tenders of Securities, unless RRD elects to further amend the terms of the Tender Offers.
The Tender Offers will expire at 11:59 p.m., New York City time, at the end of October 17, 2018, unless extended or earlier terminated (such date and time, the “Expiration Date”).
The consummation of the Tender Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion of a secured debt financing in an amount sufficient to fund the Tender Offers (the “Debt Financing” and such condition, the “Financing Condition”).
