R. R. DONNELLEY & SONS COMPANY Item 1.01 Entry into a Material Definitive Agreement
In connection with the Merger (as defined below),
• the 2024 Notes Indenture and the 2026 Notes Indenture to: (i) declare
that the Merger (as defined below) does not constitute a Change of
Control (as defined in each of the 2024 Notes Indenture and the 2026
Notes Indenture) under each of the 2024 Notes Indenture and the 2026
Notes Indenture 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 2024 Notes Indenture and the 2026
Notes Indenture 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 2024 Notes Indenture and the 2026 Notes
Indenture 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 2024 Notes Indenture and the 2031 Debentures Indenture, 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 Company received the requisite consents from holders of each series of
On
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the "2026 Notes Indenture"), among the Company, the Guarantors, solely for the
purposes of Article III, Section 4.1, Section 4.7, Section 4.8 and Section 4.13
only,
Each New Supplemental Indenture is effective and constitutes a binding agreement between the Company, the Guarantors (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, with respect to the 2024 Notes and 2031 Debentures, the consent consideration is not paid to the holders thereof that validly delivered and did not revoke such consents.
The Consent Solicitations were made at the request of
Pursuant to the terms of the Merger Agreement, Parent is responsible for (i) paying all fees and expenses the Company incurs in connection with the Consent Solicitations and (ii) indemnifying the Company from and against any and all losses the Company incurs in connection with the Consent Solicitations.
The foregoing description of the New Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to each such document. Copies of the 2024 Notes Twelfth Supplemental Indenture, the 2026 Notes Second Supplemental Indenture and the 2031 Debentures Third Supplemental Indenture are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
4.1 Twelfth Supplemental Indenture to the Indenture, dated as of
January 3, 2007 , between the Company and Wells Fargo Bank, National
Association (as successor to LaSalle Bank National Association ), as
trustee
4.2 Supplemental Indenture No. 2 to the Indenture, dated as of April 28,
2021 , among the Company, the guarantors party thereto and U.S. Bank
Trust Company, National Association (as successor to U.S. Bank
National Association ), as trustee and notes collateral agent
4.3 Third Supplemental Indenture to the Indenture, dated as of
November 1, 1990 , between the Company and The Bank of New York Mellon
Trust Company, N.A. (successor trustee), as trustee
99.1 Press Release issued by the Company on February 2, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Use of Forward-Looking Statements
This communication 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
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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
Important Additional Information and Where to Find It
In connection with the Merger, the Company has filed with the
Telephone: 630-322-7111 E-mail: investor.info@rrd.com Attn.:Johan Nystedt
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