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Press release from GlobeNewswire (a Nasdaq OMX company)

RR Donnelley Announces Pricing of $450 Million Offering of Its 7.875% Notes Due 2021

Thursday, February 28, 2013

RR Donnelley Announces Pricing of $450 Million Offering of Its 7.875% Notes Due 202117:32 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 has priced an offering of $450 million of its 7.875% Notes due 2021 in an underwritten public offering. The offering is expected to close on March 14, 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 $500 million aggregate principal amount of its debt securities, including up to $300 million of its 6.125% Notes due January 15, 2017, up to $150 million of its 8.600% Notes due August 15, 2016 and up to $50 million of its 7.25% 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, J.P. Morgan, Wells Fargo Securities and Mitsubishi UFJ Securities 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, J.P. Morgan toll-free at 1-800-245-8812, Wells Fargo Securities toll-free at 1-800-326-5897 and Mitsubishi UFJ Securities toll-free at 1-877-649-6848. 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.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