CHICAGO--(BUSINESS WIRE)--
Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company”)
announced today the pricing of the offering of 6,242,802 shares of its
common stock at a public offering price of $21.25 per share. The shares
have been offered by Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC (together, the “Selling Stockholders”).
Immediately prior to the consummation of the offering, R.R. Donnelley &
Sons Company (NYSE: RRD) (“RRD”) will exchange the shares of common
stock to be sold in the offering (which constitutes RRD’s entire
remaining position in the Company’s stock) with the Selling Stockholders
or their affiliates for certain debt obligations of RRD held by the
Selling Stockholders or their affiliates, and the debt obligations
exchanged will be cancelled or otherwise deemed satisfied upon delivery
to RRD. The Selling Stockholders are offering to sell those shares
pursuant to this offering, and they will receive all of the net proceeds
from the sale of these shares.
The Selling Stockholders acted as the joint book-running managers and
underwriters for the proposed offering.
In addition, the Company has granted the underwriters in the offering a
30-day option to purchase up to an additional 936,420 shares of the
Company’s common stock at the public offering price, less underwriting
discounts and commissions. The Company intends to use the net proceeds
from the sale of any additional shares for general corporate purposes.
The offering is expected to close on June 21, 2017, subject to customary
closing conditions.
A registration statement relating to the Company’s common stock has been
filed with, and declared effective by, the Securities and Exchange
Commission. The offering has been made only by means of a prospectus.
Copies of the final prospectus relating to this offering, when
available, may be obtained from Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717 or by telephone at 1-800-831-9146; BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte, NC, 28255-0001 Attention: Prospectus Department, email: dg.prospectus_requests@baml.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717 or by telephone at
1-866-803-9204; and Wells Fargo Securities, LLC, 375 Park Avenue, New
York, NY, Attention: Equity Syndicate Department, or by telephone at
1-800-326-5897 or email a request to cmclientsupport@wellsfargo.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Donnelley Financial Solutions
Donnelley Financial Solutions provides software and services that enable
clients to communicate with confidence in a complex regulatory
environment. With 3,500 employees in 61 locations across 18 countries,
we provide thousands of clients globally with innovative tools for
content creation, management and distribution, as well as data analytics
and multi-lingual localization services. Leveraging advanced technology,
deep-domain expertise and 24/7 support, we deliver cost-effective
solutions to meet the evolving needs of our clients.
Forward-Looking Statements
This news release may contain “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the U.S. Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements relating to the proposed
offering and the use of proceeds from the offering. 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, including
risks associated with the ability of Donnelley Financial Solutions to
perform as expected as a separate, independent entity and risks
associated with the volatility and disruption of the capital and credit
markets, and adverse changes in the global economy. Readers are strongly
encouraged to read the full cautionary statements contained in the
Company’s filings with the SEC. Donnelley Financial Solutions disclaims
any obligation to update or revise any forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170613006563/en/
Investor Relations Contact:
Solebury Communications Group
Sloan
Bohlen
investors@dfsco.com
Source: Donnelley Financial Solutions, Inc.