RR Donnelley & Sons Company

RR Donnelley Announces $350 Million Debt Offering

R.R. Donnelley & Sons Company (Nasdaq:RRD) announced today that it plans to offer $350 million of senior notes due 2024 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 $350 million aggregate principal amount of its debt securities, including up to $100 million of its 7.250% Notes due May 15, 2018, up to $250 million of its 8.250% Notes due March 15, 2019 and up to $50 million aggregate principal amount of its 7.625% Notes due June 15, 2020 (with the amount of 7.625% Notes due June 15, 2020 accepted reduced on a dollar for dollar basis to the extent that tenders for its 7.250% Notes due May 15, 2018 and its 8.250% Notes due March 15, 2019 exceed $300 million in the aggregate) 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 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, Citigroup, J.P. Morgan, Mitsubishi UFJ
Securities, US Bancorp 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, Citigroup toll-free at 1-800-831-9146, J.P. Morgan (c/o Broadridge Financial Solutions) toll-free at 1-866-803-9204, Mitsubishi
UFJ Securities toll-free at 1-877-649-6848, US Bancorp toll-free a 1-877-558-2607 and Wells Fargo Securities toll-free at 1-800-326-5897.

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