R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the
“Company”) today announced that it is soliciting waivers and
consents (the “Consent Solicitations”) from holders of its 6.500%
Notes due 2023 (the “2023 Notes”), 6.000% Notes due 2024 (the “2024
Notes”), 6.125% Senior Secured Notes due 2026 (the “2026 Notes”),
8.250% Notes due 2027 (the “2027 Notes”), 8.500% Notes due 2029
(the “2029 Notes” and, collectively with the 2023 Notes, the 2024
Notes and the 2027 Notes, the “Unsecured Notes” and, collectively
with the 2026 Notes, the “Notes”), 6.625% Debentures due 2029 (the
“2029 Debentures”), and 8.820% Debentures due 2031 (the “2031
Debentures” and, together with the 2029 Debentures, the
“Debentures” and, collectively with the Notes, the “Debt
Securities”) to waive certain provisions in and adopt certain
proposed amendments to each of the indentures governing the 2026
Notes (the “2026 Notes Indenture”), the Unsecured Notes (the
“Unsecured Notes Indentures”) and the Debentures (the “Debentures
Indentures” and, together with the 2026 Notes Indenture and the
Unsecured Indentures, the “Indentures”), including with respect
to:
- the 2026 Notes Indenture and the Unsecured Notes Indentures to:
(i) declare that the Merger (as defined below) does not constitute
a Change of Control (as defined in each of the 2026 Notes Indenture
and the Unsecured Notes Indentures) under each of the 2026 Notes
Indenture and Unsecured Notes Indentures and waive any obligation
of the Company to make a change of control offer in connection with
the Merger, (ii) amend the defined term “Change of Control” in each
of the 2026 Notes Indenture and Unsecured Notes Indentures to
include a carve-out for certain “Permitted Holders” and (iii) add
to, amend, supplement or change certain other defined terms
contained in each of the 2026 Notes Indenture and Unsecured Notes
Indentures related to the foregoing;
- the 2026 Notes Indenture, in addition to the foregoing, to: (i)
modify certain restrictive covenants and defined terms, including
those related to asset sales, restricted payments, incurrence of
indebtedness and liens, and transactions with affiliates, among
others, to expressly permit the Merger and the other transactions
contemplated by the Merger Agreement (as defined below) (the
“Merger Transactions”), (ii) eliminate certain conditions to the
consummation of a merger solely with respect to the Merger
Transactions, (iii) reduce the period during which an event of
default may be declared in certain instances in connection with the
Merger Transactions from two years to one year, and (iv) modify the
Company’s obligations with respect to conducting quarterly
conference calls to discuss results of operations; and
- the Unsecured Notes Indentures and Debentures Indentures, in
each case to amend the reporting covenant to conform with the
corresponding covenant in the 2026 Notes Indenture, except such
conforming amendments will not include any obligation to conduct
quarterly conference calls, collectively the “Proposed
Amendments.”
The Consent Solicitations are being made at the request of
Chatham Delta Parent, Inc. (“Parent”) pursuant to the terms of the
previously announced Agreement and Plan of Merger (the “Merger
Agreement”) entered into on December 14, 2021 by and among the
Company, Parent and Chatham Delta Acquisition Sub, Inc.
(“Acquisition Sub”). Under the terms of the Merger Agreement,
Acquisition Sub will merge with and into the Company (the
“Merger”), with the Company surviving the Merger as a wholly owned
subsidiary of Parent.
The Company is offering a cash payment (the “Consent
Consideration”) for certain series of Debt Securities to Holders
(as defined below) of such Debt Securities who validly deliver
consents (“Consents”) to the Proposed Amendments. The following
table sets forth the Consent Consideration for each series of Debt
Securities in the Consent Solicitations:
Title of Debt
Securities
CUSIP
Consent Consideration
Amount Outstanding
6.500% Notes due 2023
257867 BA8
$1.25 per $1,000 principal amount
of the Notes
$74,970,000
6.000% Notes due 2024
257867 BB6
$1.25 per $1,000 principal amount
of the Notes
$61,738,000
6.125% Senior Secured Notes due
2026
257867 BF7 (144A)
U25783 AF5 (Reg S)
—(1)
$450,000,000
8.250% Notes due 2027
257867 BE0
—(1)
$244,949,000
8.500% Notes due 2029
257867 BC4 (144A)
U25783 AE8 (Reg S)
—(1)
$318,186,000
6.625% Debentures due 2029
257867 AG6
$1.25 per $1,000 principal amount
of the Debentures
$103,658,000
8.820% Debentures due 2031
257867 AF8
$1.25 per $1,000 principal amount
of the Debentures
$54,496,000
(1)
Parent and its affiliates collectively own
over 50% of the outstanding Debt Securities of the specified series
as of the record date for the Consent Solicitations. The Company
has been informed that Parent and its affiliates intend to consent
to the Proposed Amendments. As such, no Consent Consideration will
be paid for such series of Debt Securities.
The Consent Solicitations are subject to the terms and
conditions set forth in the consent solicitation statement, dated
January 20, 2022 (the “Consent Solicitation Statement”), which is
being distributed to Holders of the Debt Securities.
The expiration date (such time and date in respect of one or
more series of Debt Securities as set forth below, the “Expiration
Date”) for the Consent Solicitation with respect to the 2027 Notes
and the 2029 Notes will be 5:00 p.m., New York City time, on
January 27, 2022 and with respect to the 2023 Notes, the 2024
Notes, the 2026 Notes, the 2029 Debentures and the 2031 Debentures
will be 5:00 p.m., New York City time, on February 1, 2022, in each
case, unless extended or earlier terminated by the Company in its
sole discretion with respect to one or more series of Debt
Securities. The applicable Expiration Date may be amended with
respect to any series of Debt Securities; however, there is no
requirement to also amend the applicable Expiration Date for any
other series of Debt Securities or for all series of Debt
Securities.
In order to receive the Consent Consideration (if applicable),
registered holders of the Debt Securities of record (each a
“Holder” and, collectively, the “Holders”) at 5:00 p.m., New York
City time, on January 18, 2022, need to validly deliver their
Consents prior to 5:00 p.m., New York City time, on the applicable
Expiration Date. Payment of the Consent Consideration (if
applicable) for the Debt Securities is conditioned upon the receipt
by the Company of the Consents of a majority in aggregate principal
amount of the outstanding Debt Securities, other than Debt
Securities beneficially owned by the Company or any of its
affiliates (the “Requisite Consents”). The Consent Consideration
(if applicable) for the Debt Securities will be paid as promptly as
practicable after the time at which all the conditions with respect
to the Consent Solicitations, including the consummation of the
Merger, have been satisfied or waived. Holders of Debt Securities
for which no Consent is validly delivered prior to the applicable
Expiration Date (or for which a Consent is validly delivered and
later validly revoked) will not receive the Consent Consideration
(if applicable), even though the Proposed Amendments, if they
become operative, will bind all Holders and any subsequent holders
of the Debt Securities. Pursuant to the terms of the Merger
Agreement, Parent will be responsible for paying or reimbursing the
Company for the Consent Consideration to the Holders who validly
deliver (and not validly revoke) Consents prior to the applicable
Expiration Date. No Consent Consideration will be paid for the 2026
Notes, 2027 Notes and 2029 Notes.
Each Holder who delivers a Consent to the Proposed Amendments in
accordance with the procedures set forth in the Consent
Solicitation Statement will be deemed to have consented to all of
the Proposed Amendments applicable to such series of Debt
Securities.
The Company expects to execute a supplemental indenture with
respect to each series of Debt Securities after the Requisite
Consents have been obtained to adopt the Proposed Amendments. Upon
its execution, each supplemental indenture will be effective and
constitute binding agreements among the Company, the guarantors
party thereto (where applicable) and the applicable trustee.
However, the Proposed Amendments will not become operative until
immediately prior to the consummation of the Merger and will cease
to be operative if the Merger is not consummated or the Consent
Consideration is not paid to the Holders.
The effectiveness of the Proposed Amendments is not a condition
to the consummation of the Merger or other transactions
contemplated by the Merger Agreement, but the consummation of the
Merger is a condition to the effectiveness of the Supplemental
Indentures and the payment of the Consent Consideration. Based on
the information currently available to the Company, it is expected
that the Merger will be consummated during the first quarter of
2022; however, there is no assurance that the Merger will be
consummated in the first quarter of 2022 or at any time prior to
the Termination Date (as defined in the Merger Agreement) (which is
subject to extension under certain limited circumstances as
described herein).
The Company may, in its sole discretion, terminate, extend or
amend the Consent Solicitation with respect to one or more series
of Debt Securities at any time as described in the Consent
Solicitation Statement. The Company reserves the right to amend the
Consent Solicitation with respect to one or more series of Debt
Securities, including the Consent Consideration and the applicable
Expiration Date, and not the other series of Debt Securities. If
the Consent Solicitation with respect to one or more series of Debt
Securities is terminated or the Company does not receive the
Requisite Consent for one or more series of Debt Securities, the
Proposed Amendments will have no effect on the applicable
Indenture, such series of Debt Securities or the Holders of such
Debt Securities.
The Company, at the request of Parent, has engaged Jefferies LLC
to act as solicitation (“Solicitation Agent”) in connection with
the Consent Solicitations. Questions regarding the Consent
Solicitation may be directed to the Solicitation Agent at the
following address or telephone number: Jefferies LLC, 520 Madison
Avenue, New York, NY 10022, Attn: Scott Peloso, (212) 284-3426. The
Company, at the request of Parent, has engaged Ipreo LLC to act as
information agent and tabulation agent (“Information and Tabulation
Agent”). Requests for documents relating to the Consent
Solicitations may be obtained by contacting Ipreo LLC at (888)
593-9546 (U.S. toll-free) or (212) 849-3880 (banks and brokers) or
ipreo-consentSolicitation@ihsmarkit.com.
Pursuant to the terms of the Merger Agreement, Parent is
responsible for paying all fees and expenses the Company incurs in
connection with the Consent Solicitations, including for the
Solicitation Agent and Information and Tabulation Agent, and
indemnify the Company from and against any and all losses the
Company incurs in connection with the Consent Solicitations.
This news release does not constitute a solicitation of consents
with respect to any Debt Securities, and the Consent Solicitations
are only being made pursuant to the terms of the Consent
Solicitation Statement. The Consent Solicitations are not being
made to, and Consents are not being solicited from, Holders of Debt
Securities in any jurisdiction in which it is unlawful to make such
Consent Solicitations or grant such consent. None of the Company,
the trustees, the Solicitation Agent or the Information and
Tabulation Agent makes any recommendation as to whether or not
Holders should deliver Consents. Each Holder must make its own
decision as to whether or not to deliver Consents.
About RRD
RRD is a leading global provider of multichannel business
communications services and marketing solutions. With 30,000
clients and 33,000 employees across 28 countries, RRD offers the
industry’s most comprehensive offering of solutions designed to
help companies—from Main Street to Wall Street—optimize customer
engagement and streamline business operations across the complete
customer journey. RRD offers a comprehensive portfolio of
capabilities, experience and scale that enables organizations
around the world to create, manage, deliver, and optimize their
marketing and business communications strategies.
Use of Forward-Looking Statements
This news release includes certain “forward-looking statements”
within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the
proposed Merger. These forward-looking statements are based on the
Company’s current expectations, estimates and projections
regarding, among other things, the expected date of closing of the
Merger and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by the
Company, all of which are subject to change. Forward-looking
statements often contain words such as “expect,” “anticipate,”
“intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “considered,” “potential,”
“estimate,” “continue,” “likely,” “target” or similar expressions
or the negatives of these words or other comparable terminology
that convey uncertainty of future events or outcomes. By their
nature, forward-looking statements address matters that involve
risks and uncertainties because they relate to events and depend
upon future circumstances that may or may not occur, such as the
consummation of the Merger and the anticipated benefits thereof.
These and other forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include (i)
impediments to the completion of the Merger on anticipated terms
and timing, including obtaining required stockholder and regulatory
approvals and the satisfaction of other conditions to the
completion of the Merger; (ii) significant transaction costs
associated with the Merger; (iii) potential litigation relating to
the Merger, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Merger will harm the
Company’s business, including current plans and operations; (v) the
ability of the Company to retain and hire key personnel; (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Merger; (vii)
legislative, regulatory and economic developments affecting the
Company’s business; (viii) general economic and market developments
and conditions; (ix) the evolving legal, regulatory and tax regimes
under which the Company operates; (x) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the Merger that could affect the Company’s
financial performance; (xi) certain restrictions during the
pendency of the Merger that may impact the Company’s ability to
pursue certain business opportunities or strategic transactions;
(xii) continued availability of capital and financing and rating
agency actions; (xiii) the ability of affiliates of Chatham Asset
Management, LLC to obtain the necessary financing arrangements set
forth in the commitment letters received in connection with the
Merger; (xiv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger,
including in circumstances requiring the Company to pay expense
reimbursements to affiliates of Chatham Asset Management, LLC under
the Merger Agreement; (xv) unpredictability and severity of
catastrophic events, including acts of terrorism, outbreak of war
or hostilities, civil unrest, adverse climate or weather events or
the COVID-19 pandemic or other public health emergencies, as well
as the Company’s response to any of the aforementioned factors;
(xvi) competitive responses to the Merger; (xvii) the risks and
uncertainties pertaining to the Company’s business, including those
detailed under the heading “Risk Factors” and elsewhere in the
Company’s public filings with the U.S. Securities and Exchange
Commission (the “SEC”); and (xviii) the risks and uncertainties
described in the proxy statement filed in connection with the
Merger and available from the sources indicated below (the “Proxy
Statement”). These risks, as well as other risks associated with
the Merger are more fully discussed in the Proxy Statement. While
the list of factors presented here is, and the list of factors
presented in the Proxy Statement are, considered representative, no
such list should be considered to be a complete statement of all
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material impact on the
Company’s financial condition, results of operations, credit rating
or liquidity or ability to consummate the Merger. These
forward-looking statements speak only as of the date they are made,
and the Company does not undertake to and disclaims any obligation
to publicly release the results of any updates or revisions to
these forward-looking statements that may be made to reflect future
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
This news release is being made in connection with the Merger.
In connection with the Merger, the Company filed a preliminary
Proxy Statement with the SEC on December 30, 2021, and intends to
file the definitive Proxy Statement and certain other documents
regarding the Merger with the SEC. The definitive Proxy Statement
(if and when available) will be mailed to the Company’s
stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER AND RELATED MATTERS. Investors and stockholders may obtain,
free of charge, copies of the Proxy Statement and other relevant
documents filed with the SEC by the Company, once such documents
have been filed with the SEC, through the website maintained by the
SEC at www.sec.gov, through the Company’s investor relations
website at investor.rrd.com or by contacting the Company’s investor
relations department at the following:
Telephone: 630-322-7111 E-mail: investor.info@rrd.com Attn.:
Johan Nystedt
Participants in the Solicitation
The Company and its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the
Merger. Information regarding the identity of the participants and
their direct and indirect interests in the Merger, by security
holdings or otherwise, is set forth in the preliminary Proxy
Statement filed with the SEC on December 30, 2021 and may be
included in other materials to be filed by the Company with the SEC
in connection with the Merger. You may obtain free copies of the
Proxy Statement and any such other materials through the website
maintained by the SEC at www.sec.gov or through the Company’s
investor relations website at investor.rrd.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220120005426/en/
Investor Contact Johan Nystedt, Senior Vice President,
Finance Telephone: 630-322-7111 E-mail: investor.info@rrd.com
Grafico Azioni RR Donnelley and Sons (NYSE:RRD)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni RR Donnelley and Sons (NYSE:RRD)
Storico
Da Feb 2024 a Feb 2025
