R.R. Donnelley & Sons Company announced its intention to offer $250 million aggregate principal amount of junior lien secured notes due 2028 (the “Notes”), subject to market conditions. The Notes will be general senior secured obligations of the Company and will be guaranteed by the Company’s domestic, wholly-owned subsidiaries that guarantee the Company’s existing term loan B credit facility (as amended, the “Term Loan Credit Agreement”) and its amended and restated senior secured asset-based revolving credit facility (as amended, the “ABL Credit Agreement”). The collateral for the Notes (i) will secure the Notes on a junior lien basis to the collateral securing the Term Loan Credit Agreement and ABL Credit Agreement and (ii) is expected to secure the Notes on a pari passu basis to approximately $38 million principal amount of the Company’s other existing indebtedness.

The Company intends to use the net proceeds from the Offering to (i) redeem in full and satisfy and discharge its 6.125% senior secured notes due 2026 including premiums and accrued and unpaid interest thereon, (ii) repay a portion of the Term Loan Credit Agreement, (iii) make a dividend to its indirect parent, RRD Parent Inc., to permit such parent to use the proceeds of such dividend to redeem a portion of its outstanding 10.00% senior notes due 2031, and (iv) pay fees and expenses in connection with the Offering. The Notes and the related subsidiary guarantees will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.