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RR Donnelley Completes $1 Billion Debt Offering To Acquire Astron Group

Press release from the issuing company

CHICAGO, May 24 -- R.R. Donnelley & Sons Company announced today the completion of the sale of $1 billion in senior notes in a Rule 144A/Regulation S private offering. The offering is in two tranches - $500 million of 4.95% Notes due May 15, 2010 and $500 million of 5.50% Notes due May 15, 2015. RR Donnelley intends to use the net proceeds from the offering to pay the purchase price of its announced acquisition of The Astron Group, including the repayment of debt of The Astron Group assumed in connection with the acquisition. The notes are rated "A-" by Standard & Poor's Ratings Group and "Baa2" by Moody's Investors Service. Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. were the joint book-runners for the offering. The notes have been sold in the U.S. in a Rule 144A private offering to qualified institutional investors and in a Regulation S offering to certain non-U.S. persons in transactions outside the United States. The Notes have been sold in Canada under applicable private placement exemptions. The notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified by prospectus for sale in Canada, and may not be offered or sold in the United States except pursuant to an effective registration statement under the Act or in accordance with an applicable exemption from registration requirements of the Act or in Canada, except in accordance with an applicable exemption from prospectus requirements.