Filed pursuant to Rule 433
Registration No. 333-162931
June 16, 2010
PRICING TERM SHEET
| Issuer |
R.R. Donnelley & Sons Company | |
| Title of Security |
7.625% Notes due 2020 | |
| Aggregate Principal Amount |
$400,000,000 | |
| Transaction Date |
June 16, 2010 | |
| Settlement Date |
June 21, 2010 (T+3) | |
| Maturity |
June 15, 2020 | |
| Interest Payment Dates |
June 15 and December 15 of each year, beginning on December 15, 2010 | |
| Coupon |
7.625% | |
| Yield to Maturity |
7.625% | |
|
Spread to Benchmark Treasury |
T + 435.9 bps | |
| Benchmark Treasury |
UST 3.500% due May 15, 2020 | |
| Benchmark Treasury Price |
101-31 | |
| Benchmark Treasury Yield |
3.266% | |
| Redemption Provision |
Callable at the greater of par or the make-whole (Adjusted Treasury Rate plus 65 basis points) | |
| Price to Public |
100% of the principal amount thereof | |
| Gross Proceeds |
$400,000,000 | |
| Ratings* |
Moody’s: Baa3 (stable outlook) S&P: BBB (negative outlook) | |
| CUSIP/ISIN Numbers |
CUSIP: 257867 AW1 ISIN: US257867AW18 | |
| Joint Book-Running Managers |
Banc of America Securities LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc. UBS Securities LLC | |
| Co-Managers |
Daiwa Capital Markets America Inc. Evercore Group L.L.C. Fifth Third Securities, Inc. Goldman, Sachs & Co. Loop Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, J.P. Morgan Securities Inc. collect at 1-212-834-4533 or UBS Securities LLC toll-free at 1-877-827-6444 (ext. 561-3884).