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R.R. Donnelley & Sons Company Announces Increase in Maximum Principal Amount


Amount to be accepted in cash tender offers for certain of its outstanding debt securities

R.R. Donnelley & Sons Company announced that it is increasing the aggregate maximum principal amount it is seeking in the tender offers for its 7.250% Notes due May 15, 2018 (the “2018 Notes”), 8.250% Notes due March 15, 2019 (the “2019 Notes”) and 7.625% Notes due June 15, 2020 (the “2020 Notes”, and together with the 2018 Notes and 2019 Notes, the “Securities”) from $350 million to $400 million.

The company is increasing the maximum principal amount it is seeking in the tender offer for the 2020 Notes to $50 million without reduction. In addition, there will be an Early Settlement Date for the 2020 Notes. Securities that are validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase by RR Donnelley will receive the Total Consideration, which is equal to the Tender Offer Consideration for the applicable Securities plus the Early Tender Premium for such Securities, payable on the Early Settlement Date.

There has been no change in the maximum principal amount that the company is seeking in the tender offer for the 2018 Notes and the 2019 Notes.

The tender offers are conditioned upon the consummation by the Company of a public offering of not less than $400 million in aggregate principal amount of notes due 2024 no later than the Early Settlement Date.

The tender offers are being made pursuant to an Offer to Purchase, dated March 6, 2014, and a related Letter of Transmittal, dated March 6, 2014, each of which are amended by this press release and set forth a more detailed description of the tender offers.

Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, each as amended by this press release, and any amendments or supplements to the foregoing, RR Donnelley is offering to purchase for cash (1) up to $100 million of its 2018 Notes, (2) up to $250 million of its 2019 Notes and (3) up to $50 million of its 2020 Notes. The Company refers to its offer to purchase the Securities as the “Tender Offers.” Except as described in this press release, none of the terms of the Tender Offers are being amended.

Holders must validly tender their Securities at or prior to 5:00 p.m., New York City time, on March 19, 2014 (such date and time, as they may be extended, the “Early Tender Date”) to be eligible to receive the Total Consideration (as set forth in the table below). The Tender Offers will expire at 11:59 p.m., New York City time, on April 2, 2014, unless extended or earlier terminated. Mortsel - Belgium