QW-RRD Nonstarter Offers No Fodder for Tabloid

Well, so much for the back-and-forth melodrama promised by a protracted tug of war between RR Donnelley and Quebecor World (or perhaps soon to be Novink). The assumption was that Donnelley’s offer would have been enough enticement for the creditors to push for getting their money sooner than later. The assumption was incorrect. Apparently, the Quebecor World creditors weren’t fanning themselves or feeling even nearly faint at the thought of $1.5 billion in cash and stock.

Like hitting the lottery…never understood why people always seem to opt for the lump sum in those mega multi-state power payoffs. Do you really need $50 million at once? Why would you kick millions more to the curb just for the sake of laying hands on a fat enchilada immediately? In the words of the immortal Steve Lukather, how many zeroes do you need? Take the annuity, go home and take a nap. Your great-great grandkids will appreciate it.

Now that you’ve returned from Googling my man Luke and I’ve needlessly paired the Washington States with the Valencias, I’ll admit that I’m disappointed in Donnelley’s lack of aggressiveness. Where’s the fighting spirit that made the whole Cenveo-Banta-Donnelley drama so compelling? Bob Burton’s dogged determination and tenacity gave teeth and personality to a process that is typically vanilla and without charm. This most recent fight lasted about as long as a Mike Tyson bout, circa 1989. In this case, Donnelley bobbed, Quebecor World weaved, and Donnelley said, “Eh, screw it.”

I had even gone to the trouble of interviewing a pair of lawyers whose expertise is Hart-Scott-Rodino (HSR). Their verdict (pun NOT intended) was that Donnelley had a very good chance of sailing through HSR. During that antitrust review period, however, the biggest hurdle for Donnelley might have been publications and, to a lesser extent, books. One counsel cautioned that as markets go, books would have been viewed on a global basis during the HSR process. Donnelley’s market share in books, when married to Quebecor World, STILL may not have represented a monopoly in the U.S., and certainly wouldn’t constitute one from the global perspective.