R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the
“Company”) today announced the expiration of its previously
announced solicitation of waivers and consents (the “Consent
Solicitation”) from holders of its 6.500% Notes due 2023 (the
“Notes”) to waive certain provisions in and adopt certain proposed
amendments to the indenture governing the Notes (the “Notes
Indenture”), including with respect to (i) declaring that the
Merger (as defined below) does not constitute a Change of Control
(as defined in the Notes Indenture) under the Notes Indenture and
waiving any obligation of the Company to make a change of control
offer in connection with the Merger, (ii) amending the defined term
“Change of Control” in the Notes Indenture to include a carve-out
for certain “Permitted Holders,” (iii) adding to, amending,
supplementing or changing certain other defined terms contained in
the Notes Indenture related to the foregoing and (iv) amending the
reporting covenant in the Notes Indenture, collectively the
“Proposed Amendments.”
The Consent Solicitation is subject to the terms and conditions
set forth in the consent solicitation statement, dated January 20,
2022 (the “Consent Solicitation Statement”). The Consent
Solicitation with respect to the Notes expired at 5:00 p.m., New
York City time, on February 4, 2022 (the “Expiration Date”). As of
the Expiration Date, registered holders of the Notes holding an
aggregate principal amount of the Notes as identified in the table
below, validly delivered and did not validly withdraw their
consents to the Proposed Amendments (the “Consents”).
Title of Notes
CUSIP
Consent Consideration
Amount Outstanding as of the
Record Date
Principal Amount of Consents
Delivered(1)
Percentage of Principal Amount
of Consents Delivered(1)
6.500% Notes due 2023
257867 BA8
$1.25 per $1,000 principal amount
of the Notes
$74,970,000
$53,713,000
71.65%
____________
(1)
The aggregate principal amount of the
Notes representing the Consents that have been validly delivered
and not withdrawn as of the Expiration Date is based on information
provided by the Information and Tabulation Agent (as defined below)
to RRD.
The Company has accepted all Consents relating to the Notes that
were validly delivered and not validly withdrawn prior to the
Expiration Date. The Consent Solicitation for the Notes expired at
the Expiration Date, and Consents with respect to the Notes may no
longer be withdrawn.
A supplemental indenture giving effect to the Proposed
Amendments with respect to the Notes will be executed promptly.
Upon its execution, the supplemental indenture will be effective
and constitute a binding agreement between the Company and the
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 the
consent consideration is not paid to the holders thereof that
validly delivered and did not revoke such Consents.
The effectiveness of the Proposed Amendments is not a condition
to the consummation of the Merger or other transactions
contemplated by the Merger Agreement, but the consummation of the
Merger is a condition to the Supplemental Indentures becoming
operative. Based on the information currently available to the
Company, it is expected that the Merger will be consummated during
the first quarter of 2022; however, there is no assurance that the
Merger will be consummated in the first quarter of 2022 or at any
time prior to the Termination Date (as defined in the Merger
Agreement) (which is subject to extension under certain limited
circumstances as described in the Consent Solicitation
Statement).
In addition, the Company is extending the previously announced
expiration date for the Consent Solicitation from holders of the
Company’s 6.625% Debentures due 2029 (the “Debentures” and,
together with the Notes, the “Debt Securities”) to adopt certain
proposed amendments to the indenture governing the Debentures. The
new expiration date for validly delivering Consents with respect to
the Debentures has been extended from 5:00 p.m., New York City
time, on February 4, 2022 to 5:00 p.m., New York City time, on
February 11, 2022, and is subject to further extension by the
Company in its sole discretion.
The Consent Solicitations and the extension and modification
thereof were made at the request of Chatham Delta Parent, Inc.
(“Parent”) pursuant to the terms of the previously announced
Agreement and Plan of Merger (the “Merger Agreement”) entered into
on December 14, 2021 by and among the Company, Parent and Chatham
Delta Acquisition Sub, Inc. (“Acquisition Sub”). Under the terms of
the Merger Agreement, Acquisition Sub will merge with and into the
Company (the “Merger”), with the Company surviving the Merger as a
direct or indirect wholly owned subsidiary of Parent.
The Company, at the request of Parent, has engaged Jefferies LLC
to act as solicitation agent (“Solicitation Agent”) in connection
with the Consent Solicitations. Questions regarding the Consent
Solicitation may be directed to the Solicitation Agent at the
following address or telephone number: Jefferies LLC, 520 Madison
Avenue, New York, NY 10022, Attn: Scott Peloso, (212) 284-3426. The
Company, at the request of Parent, has engaged Ipreo LLC to act as
information and tabulation agent (the “Information and Tabulation
Agent”). Requests for documents relating to the Consent
Solicitations may be obtained by contacting Ipreo LLC at (888)
593-9546 (U.S. toll-free) or (212) 849-3880 (banks and brokers) or
ipreo-consentSolicitation@ihsmarkit.com.
Pursuant to the terms of the Merger Agreement, Parent is
responsible for paying all fees and expenses the Company incurs in
connection with the Consent Solicitations, including for the
Solicitation Agent and Information and Tabulation Agent, and
indemnifying the Company from and against any and all losses the
Company incurs in connection with the Consent Solicitations.
This news release does not constitute a solicitation of consents
with respect to the Debt Securities, and consent solicitations with
respect to the Debt Securities are only being made pursuant to the
terms of the Consent Solicitation Statement. Consent solicitations
are not being made to, and consents are not being solicited from,
holders of Debt Securities in any jurisdiction in which it is
unlawful to make such consent solicitations or grant such consent.
None of the Company, the trustees, the Solicitation Agent or the
Information and Tabulation Agent makes any recommendation as to
whether or not holders should deliver consents with respect to the
Debt Securities. Each holder must make its own decision as to
whether or not to deliver consents.
About RRD
RRD is a leading global provider of multichannel business
communications services and marketing solutions. With 30,000
clients and 33,000 employees across 28 countries, RRD offers the
industry’s most comprehensive offering of solutions designed to
help companies—from Main Street to Wall Street—optimize customer
engagement and streamline business operations across the complete
customer journey. RRD offers a comprehensive portfolio of
capabilities, experience and scale that enables organizations
around the world to create, manage, deliver, and optimize their
marketing and business communications strategies.
Use of Forward-Looking Statements
This news release 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 Chatham Asset
Management, LLC to obtain the necessary financing arrangements set
forth in the commitment letters received in connection with the
Merger; (xiv) the 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 Chatham Asset Management, LLC under
the Merger Agreement; (xv) 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 Merger; (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
described in the proxy statement filed in connection with the
Merger and available from the sources indicated below (the “Proxy
Statement”). These risks, as well as other risks associated with
the Merger are more fully discussed in the Proxy Statement. While
the list of factors presented here is, and the list of factors
presented in the Proxy Statement are, 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 Merger. 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
In connection with the Merger, the Company has filed with the
SEC and mailed to its stockholders the definitive Proxy Statement
and may file certain other documents regarding the Merger with the
SEC. 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 CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220207005283/en/
Investor Contact
Johan Nystedt, Senior Vice President, Finance Telephone:
630-322-7111 E-mail: investor.info@rrd.com
RR Donnelley and Sons (NYSE:RRD)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
RR Donnelley and Sons (NYSE:RRD)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
