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RR Donnelley Announces Pricing of $400 Million Offering of Its 7.000% Notes Due 2022

Tuesday, August 13, 2013

Press release from the issuing company

CHICAGO - R.R. Donnelley & Sons Company announced today that it has priced an offering of $400 million of its 7.000% Notes due 2022 in an underwritten public offering. The offering is expected to close on August 26, 2013.

RR Donnelley intends to use the net proceeds from the offering, along with borrowings under its revolving credit facility, (1) to fund tender offers for up to $400 million aggregate principal amount of its debt securities, including up to $100 million of its 5.500% Notes due May 15, 2015, up to $100 million of its 6.125% Notes due January 15, 2017 and up to $200 million of its 7.250% Notes due May 15, 2018 and (2) to pay premiums in connection with those tender offers. The completion of each tender offer will be subject to customary closing conditions. If there are any remaining proceeds from the notes, RR Donnelley intends to use those proceeds to repay borrowings under its revolving credit facility and for general corporate purposes. Amounts repaid under its revolving credit facility may be reborrowed for general corporate purposes, including the repayment or redemption of other indebtedness.

The notes are being offered pursuant to the Company's existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. BofA Merrill Lynch, Citigroup, J.P. Morgan and US Bancorp are acting as the joint book-running managers for the offering. When available, copies of the prospectus supplement and the accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch toll-free at 1-800-294-1322, Citigroup toll-free at 1-800-831-9146, J.P. Morgan toll-free at 1-800-245-8812 and US Bancorp toll-free at 1-877-558-2607.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such jurisdiction. The tender offers are being made solely by means of an Offer to Purchase and a related Letter of Transmittal. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers will be deemed to be made on behalf of RR Donnelley by the dealer managers for such tender offers, or one or more registered brokers or dealers under the laws of such jurisdiction.

Update: R.R. Donnelley & Sons Company Announces Increase in Maximum Principal Amount to be Accepted in Cash Tender Offers for Certain of Its Outstanding Debt Securities


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