Item 8.01 Other Events.
On December 29, 2021, R. R. Donnelley & Sons Company (the "Company") issued a
press release announcing that the Company has received from a strategic party an
unsolicited non-binding "Alternative Acquisition Proposal" as defined in the
previously announced Agreement and Plan of Merger, by and among Chatham Delta
Parent, Inc., Chatham Delta Acquisition Sub, Inc. and the Company (the "Merger
Agreement"), to acquire all of the outstanding shares of the Company's common
stock for $11.00 per share in cash, subject to other terms and conditions (the
"Strategic Party Proposal"), and that the Board of Directors of the Company has
determined that such Strategic Party Proposal would reasonably be expected to
lead to a "Superior Proposal" (as defined in the Merger Agreement). 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 December 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 Chatham Asset Management, 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," "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) impediments to 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 Chatham Asset Management, 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 expense reimbursements to affiliates
of Chatham Asset Management, LLC under the Merger Agreement; (xv)
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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 Transaction; (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 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 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 Transaction. 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 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 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 TRANSACTION 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 Transaction. Information about the Company's
directors and executive officers can be found under "Board of Directors" and
"Executive Leadership Team" in the Governance section of the Company's investor
relations website at investor.rrd.com, in the Company's proxy statement for its
2021 annual meeting of stockholders, filed with the SEC on April 13, 2021, in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2020, filed with the SEC on February 24, 2021, in the Company's Current Reports
on Form 8-K filed with the SEC on May 24, 2021, June 2, 2021 and July 30, 2021
and in Forms 3, 4 and 5 filed by such persons with the SEC. Additional
information regarding the identity of the participants and their 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 by the
Company with the SEC in connection with the Transaction. You may obtain free
copies of the Proxy Statement and those other materials and the other SEC
filings described in this paragraph through the website maintained by the SEC at
www.sec.gov or through the Company's investor relations website at
investor.rrd.com.
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