RR Donnelley & Sons Company (“RR Donnelley” or the “Company”) today announced the early tender results for the previously announced cash tender offers to purchase a portion of its outstanding debt securities set forth in the table below (the “Notes”). The tender offers include third party cash tender offers (the “Third Party Offers”) by J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and MUFG Securities Americas Inc. (collectively, the “Third Party Purchasers” and, together with the Company, the “Purchasers”) to purchase Notes up to an aggregate purchase price (excluding accrued and unpaid interest) of $294,500,000 (the “Third Party Maximum Tender Payment”) and separate cash tender offers by the Company (the “Company Offers” and, together with the Third Party Offers, the “Offers”) for the Notes, subject to the acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”), on the terms and conditions set forth in Offer to Purchase and Consent, dated Aug. 31, 2016, and a related Letter of Transmittal (together, the “Offer Materials”). The Company is offering to purchase Notes up to an amount (the “Company Maximum Tender Amount”) that would not cause the aggregate principal amount of Notes purchased in the Offers to exceed $1,000,000,000; provided that the Company will not accept for purchase more than $260,000,000 aggregate principal amount of Notes having Acceptance Priority Level 4-7 (the “4-7 Acceptance Priority Cap”).
As of 5:00 p.m., New York City time, on Sept. 14, 2016 (the “Early Tender Date”), the principal amounts of Notes listed in the table below had been validly tendered and not withdrawn. Subject to the application of the Acceptance Priority Levels and all conditions to the Third Party Offers set forth in the Offer Materials having been satisfied or waived by the Third Party Purchasers with respect to such purchases, the Third Party Purchasers will purchase any Notes validly tendered at or prior to the Early Tender Date up to the Third Party Maximum Tender Payment. The Company will not purchase any Notes on the Early Settlement Date. Holders who validly tendered and did not withdraw Notes by the Early Tender Date will be eligible to receive the Total Consideration as set forth in the table below if their Notes are purchased by the Third Party Purchasers.
The settlement for the Notes accepted for purchase by the Third Party Purchasers is currently expected to occur on Friday, September 16, 2016 (the “Early Settlement Date”). The Third Party Purchasers currently expect that they will accept for purchase all Notes tendered with Acceptance Priority Level 1 and $178,639,000 principal amount of Notes tendered with Acceptance Priority Level 2 (approximately 88% of tendered Notes for such series). No tendered Notes with Acceptance Priority Levels 3 through 7 will be accepted for purchase on the Early Settlement Date. Payment for Notes purchased by the Third Party Purchasers will include accrued and unpaid interest to, but not including, the Early Settlement Date. Based on results to date, the Company does not expect that any tendered Notes with Acceptance Priority Level 5 or lower will be accepted for purchase on the Final Settlement Date (as defined below).
Any Notes of a series not purchased in the Third Party Offers on the Early Settlement Date will be eligible for purchase in the Company Offers on a date following the Expiration Date (the “Final Settlement Date”), subject to satisfaction of the conditions and the application of the Acceptance Priority Levels, the Company Maximum Tender Amount and the 4-7 Acceptance Priority Cap, including Notes tendered on or before the Early Tender Date and not accepted for purchase in the Third Party Offers as a result of proration.
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