RRD Announces Expiration of Its Exchange Offers and Consent Solicitations

R.R. Donnelley & Sons Company announced the expiration of its previously announced offers to exchange up to $300 million aggregate principal amount of newly issued 8.25% senior notes maturing on July 1, 2027 for outstanding notes of the series listed in the table below (together, the “Old Notes”).

The table below identifies the aggregate principal amount of each series of Old Notes validly tendered and not withdrawn in the Exchange Offers. Based on the amount of Old Notes tendered and in accordance with the terms of the Exchange Offers, the Company expects to accept all of the Old Notes for exchange, and approximately $245 million aggregate principal amount of New Notes is expected to be issued upon closing of the Exchange Offers.

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The Exchange Offers expired at the Expiration Time, and tenders of the Old Notes may no longer be withdrawn. As of the Expiration Time, all conditions to the Exchange Offers were satisfied. RRD currently anticipates that the settlement date of the Exchange Offers will be June 18, 2020.

The Company has received the requisite consents from holders of a majority of the outstanding aggregate principal amount of the 6.500% Senior Notes due November 15, 2023 (the “2023 Notes”) to certain proposed amendments (the “Proposed Amendments”) to the indentures governing such notes (the “Old Notes Indentures”). The Proposed Amendments will eliminate substantially all of the restrictive covenants, modify covenants regarding mergers and consolidations, eliminate certain events of default, and modify or eliminate certain other provisions contained in the Old Notes Indentures. A supplemental indenture giving effect to the Proposed Amendments with respect to the 2023 Notes will be executed promptly following the Expiration Time.

A Registration Statement on Form S-4, including a prospectus and consent solicitation statement (the “Prospectus”), which is subject to change, relating to the issuance of the New Notes has been filed with the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”) and has become effective. When issued, the New Notes will be registered under the Securities Act of 1933, as amended. The Exchange Offers were made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement, and the information in this news release is qualified by reference to such Prospectus and the Registration Statement.

RRD entered into an agreement with the largest holder of its outstanding senior notes pursuant to which such holder and certain of its affiliates (collectively, the “Supporting Holder”) agreed to tender (and not withdraw) in the Exchange Offers and provide their consent to the Consent Solicitations with respect to all of the Supporting Holder’s Old Notes (the “Supporting Holder Notes”). The Supporting Holder has advised the Company that it tendered more than $110 million Supporting Holder Notes.

This news release does not constitute an offer or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful.

Source: RR Donnelley