Item 8.01 Other Events.
On November 29, 2021, R. R. Donnelley & Sons Company (the "Company") issued a
press release announcing the expiration of the "go-shop" period set forth in the
previously announced Agreement and Plan of Merger, dated as of November 3, 2021,
by and among Atlas River Parent Inc., Atlas River Acquisition Sub Inc. and the
Company (the "Merger Agreement"), the receipt of an "Alternative Acquisition
Proposal" (as defined in the Merger Agreement) during the "go-shop" period, and
further developments with respect to a previously announced proposal from
Chatham Asset Management, LLC. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release, dated November 29, 2021
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Use of Forward-Looking Statements
This document 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 acquisition of the Company by
affiliates of Atlas Holdings LLC (the "Transaction"). 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
Transaction 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," "expect," "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 Transaction 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) the
completion of the Transaction on anticipated terms and timing, including
obtaining required stockholder and regulatory approvals, and the satisfaction of
other conditions to the completion of the Transaction; (ii) significant
transaction costs associated with the Transaction; (iii) potential litigation
relating to the Transaction, including the effects of any outcomes related
thereto; (iv) the risk that disruptions from the Transaction 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 Transaction; (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
Transaction that could affect the Company's financial performance; (xi) certain
restrictions during the pendency of the Transaction 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 Atlas Holdings LLC to obtain
the necessary financing arrangements set forth in the commitment letters
received in connection with the Transaction; (xiv) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Transaction, including in circumstances requiring the Company to pay the
termination fee under the Merger Agreement; (xv) unpredictability and severity
of catastrophic events, including acts of terrorism, outbreak of war or
hostilities or the COVID-19 pandemic, as well as the Company's response to any
of the aforementioned factors; (xvi) competitive responses to the Transaction;
(xvii) the risks and uncertainties pertaining to the Company's
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business, including those detailed under the heading "Risk Factors" and
elsewhere in the Company's public periodic filings with the U.S. Securities and
Exchange Commission (the "SEC"); and (xviii) the risks and uncertainties that
will be described in the proxy statement, which will be available from the
sources indicated below, that the Company intends to file in connection with the
Transaction (the "Proxy Statement"). These risks, as well as other risks
associated with the Transaction, will be more fully discussed in the Proxy
Statement. While the list of factors presented here is, and the list of factors
to be presented in the Proxy Statement will be, considered representative, no
such list should be considered to be a complete statement of all potential 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. These forward-looking
statements speak only as of the date they are made, and the Company does not
undertake to and specifically 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 communication is being made in connection with the Transaction. In
connection with the Transaction, the Company intends to file the Proxy Statement
and certain other documents regarding the Transaction with the SEC. The
definitive version of the Proxy Statement (if and when available) will be mailed
to the Company's stockholders. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, and is not a
substitute for the Proxy Statement or any other document that the Company may
file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS 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
TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain, free
of charge, copies of the Proxy Statement (when it is available) and other
documents that are filed or will be filed with the SEC by the Company through
the website maintained by the SEC at www.sec.gov, the Investor Relations portion
of the Company's 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 certain of its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies from the
Company's stockholders in connection with the Transaction. Additional
information regarding the identity of the participants, and their respective
direct and indirect interests in the Transaction, by security holdings or
otherwise, will be set forth in the Proxy Statement and other materials to be
filed with the SEC in connection with the Transaction (if and when they become
available). Information relating to the foregoing can also be found in the
Company's proxy statement for its 2021 annual meeting of stockholders, which was
filed with the SEC on April 13, 2021 (the "Annual Meeting Proxy Statement"). To
the extent holdings of securities by potential participants (or the identity of
such participants) have changed since the information printed in the Annual
Meeting Proxy Statement, such information has been or will be reflected on the
Company's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC.
You may obtain free copies of these documents using the sources indicated above.
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