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Press release from GlobeNewswire (a Nasdaq OMX company)

RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers

Thursday, March 28, 2013

RR Donnelley Announces the Expiration and Final Results of Its Previously Announced Tender Offers

03:30 EDT Thursday, March 28, 2013

CHICAGO, March 28, 2013 (GLOBE NEWSWIRE) -- R.R. Donnelley & Sons Company (Nasdaq:RRD) ("RR Donnelley" or the "Company") today announced the expiration and final results of its offers (the "Tender Offers") to purchase for cash up to $500,000,000 aggregate principal amount of its notes, including up to $300,000,000 of its 6.125% Notes due January 15, 2017 (the "2017 Notes"), up to $150,000,000 of its 8.600% Notes due August 15, 2016 (the "2016 Notes") and up to $50,000,000 of its 7.25% Notes due May 15, 2018 (the "2018 Notes", together with the 2017 Notes and 2016 Notes, the "Securities").

The following table sets forth information regarding the Securities that were subject to the Tender Offers and the results of the Tender Offers, including the aggregate principal amounts of Securities validly tendered and not validly withdrawn at or prior to 11:59 p.m., New York City time, on March 27, 2013 (the "Expiration Date").

Title of Securities CUSIP
Numbers
Aggregate
Principal
Amount
Outstanding
Maximum
Principal
Amount to
Be Accepted
Aggregate Principal
Amount Tendered as of
the Early Tender Date
Aggregate
Principal Amount
Tendered as of the
Expiration Date
Principal 
Amount 
Accepted
6.125% Notes due
2017
257867AT8 $525,000,000 $300,000,000 $172,196,000 $173,545,000 100%
8.600% Notes due
2016
257867AV3 $350,000,000 $150,000,000 $129,363,000 $130,156,000 100%
7.25% Notes due
2018
257867AX9 $600,000,000 $50,000,000 $242,741,000 -- --

As of the Expiration Date, the aggregate principal amount of 2017 Notes tendered was $173,545,000, of which $172,196,000 were tendered prior to 5:00 p.m., New York City time, on March 13, 2013 (the "Early Tender Date") and were accepted for payment on the early tender settlement date on March 14, 2013 (the "Early Tender Settlement Date") and the aggregate principal amount of the 2016 Notes tendered was $130,156,000, of which $129,363,000 were tendered prior to the Early Tender Date and were accepted for payment on the Early Tender Settlement Date. RR Donnelley announced that it has accepted for payment all of the $1,349,000 aggregate principal amount of 2017 Notes and the $793,000 aggregate principal amount of 2016 Notes that had been validly tendered after the Early Tender Date and prior to the Expiration Date, and expects to make payment on such 2017 Notes and 2016 Notes today. The holders of such 2017 Notes and 2016 Notes tendered after the Early Tender Date will not receive an early tender premium.

RR Donnelley previously announced that it accepted for payment the maximum aggregate principal amount of 2018 Notes ($50,000,000 aggregate principal amount) that had been validly tendered and not validly withdrawn prior to the Early Tender Date. RR Donnelley made payment for such notes on March 14, 2013. As a result, RR Donnelley announced that it would not accept any additional 2018 Notes for purchase. Accordingly, any additional 2018 Notes that were tendered after the Early Tender Date were not considered validly tendered and will be returned.

The Offers were made pursuant to an Offer to Purchase dated February 28, 2013 (the "Offer to Purchase") and the related Letter of Transmittal dated February 28, 2013 (the "Letter of Transmittal"), which set forth a complete description of the terms of the Tender Offers.

BofA Merrill Lynch, J.P. Morgan, PNC Capital Markets LLC and US Bancorp served as dealer managers for the Offers. Global Bondholder Services Corporation served as the depositary and information agent.

For additional information regarding the terms of the Offers, please contact: BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (collect), J.P. Morgan at (800) 245-8812 (toll-free) or (212) 270-1200 (collect), PNC Capital Markets LLC at (412) 762-8420 or US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect). Requests for documents and questions regarding the tender of securities may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (collect).

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The Tender Offers were made solely by means of the Offer to Purchase and the related Letter of Transmittal, which were distributed to holders of Securities by RR Donnelley. The Tender Offers were not made in any jurisdiction in which such offer, solicitation or acceptance of thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the Tender Offers were deemed to be made on behalf of RR Donnelley by the dealer managers, 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

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