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Press release from GlobeNewswire (a Nasdaq OMX company)

RR Donnelley Announces $350 Million Debt Offering

Thursday, February 28, 2013

RR Donnelley Announces $350 Million Debt Offering06:20 EST Thursday, February 28, 2013CHICAGO, Feb. 28, 2013 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq:RRD) announced today that it plans to offer $350 million of senior notes due 2021 in an underwritten public offering. RR Donnelley intends to use the net proceeds from this offering, along with borrowings under its revolving credit facility, (1) to fund tender offers for up to $400 million aggregate principal amount of the Company's 6.125% Notes due 2017, 8.600% Notes due 2016 and 7.25% Notes due 2018 based on prices to be determined and (2) to pay premiums in connection with those tender offers. 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. RR Donnelley expects to announce that it is commencing these tender offers in a separate press release issued upon commencing the tender offers. The completion of each tender offer will be subject to customary closing conditions. 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 preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. BofA Merrill Lynch, J.P. Morgan, Mitsubishi UFJ Securities and Wells Fargo Securities will act as the joint book-running managers for the offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch toll-free at 1-800-294-1322, J.P. Morgan toll-free at 1-800-245-8812, Mitsubishi UFJ Securities toll-free at 1-877-649-6848 and Wells Fargo Securities toll-free at 1-800-326-5897. 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, if made, will be 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.About RR Donnelley RR Donnelley (Nasdaq:RRD), a Delaware corporation, is a global provider of integrated communications. The Company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, drive top line growth, enhance return on investment and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the Company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing products and services to clients in virtually every private and public sector. For more information, and for RR Donnelley's Corporate Social Responsibility Report, visit the company's web site at www.rrdonnelley.com.Use of Forward-Looking Statements This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.CONTACT: RR Donnelley Investor Contact: Dave Gardella Senior Vice President Finance 312-326-8155 david.a.gardella@rrd.com RR Donnelley Media Contact: Doug Fitzgerald Executive Vice President Communications 630-322-6830 doug.fitzgerald@rrd.com