CHICAGO--(BUSINESS WIRE)--
Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company”)
announced today that Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC (together, the “Selling Stockholders”)
intend to offer 6,242,802 shares of the Company’s common stock in an
underwritten public offering (the “offering”), subject to market
conditions. 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 are also acting as the joint book-running
managers for the proposed offering.
In addition, the Company intends to grant the underwriters in the
offering a 30-day option to purchase up to an additional 936,420 shares
of the Company’s common stock. The Company intends to use the net
proceeds from the sale of any additional shares for general corporate
purposes.
The offering will only be made by means of a prospectus. Copies of the
preliminary prospectus related to the offering 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.
A registration statement relating to the Company’s common stock has been
filed with the Securities and Exchange Commission (the “SEC”) but has
not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. 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 (NYSE: DFIN) 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/20170607005630/en/
Investor Relations Contact:
Sloan Bohlen
Solebury
Communications Group
investors@dfsco.com
Source: Donnelley Financial Solutions, Inc.