Item 1.01 Entry into a Material Definitive Agreement
In connection with the Merger (as defined below), on February 18, 2022, R. R.
Donnelley & Sons Company (the "Company") and certain of its domestic
subsidiaries (the "Guarantors") entered into Amendment No. 4 to Credit Agreement
(the "ABL Amendment"), with the lenders party thereto, Bank of America, N.A., as
existing administrative agent (in such capacity, the "Existing ABL Agent"), and
Wells Fargo Bank, National Association, as successor administrative agent (in
such capacity, the "Successor ABL Agent"), which further amended that certain
Second Amended and Restated Credit Agreement, dated as of September 29, 2017 (as
amended by Amendment No. 1 to Credit Agreement, dated as of October 15, 2018, as
amended by Amendment No. 2 to Credit Agreement, dated as of April 16, 2021, and
as further amended by Amendment No. 3 to Credit Agreement, dated as of
December 21, 2021, the "Existing ABL Credit Agreement" and, as amended by the
ABL Amendment, the "Amended ABL Credit Agreement"), by and among the Company, as
borrower, the Guarantors, as guarantors, the lenders party thereto and the
Existing ABL Agent.
The ABL Amendment amends the Existing ABL Credit Agreement to, among other
things: (i) waive any potential change of control in connection with the
transactions contemplated by the Merger Agreement (as defined below); (ii)
modify the pricing and change the reference rate (x) for U.S. Dollar-denominated
borrowings to be based on the secured overnight financing rate ("SOFR"), (y) for
Sterling-denominated borrowings to be based on the Sterling overnight index
average and (z) for Yen-denominated borrowings to be based on the Tokyo
interbank offered rate; (iii) replace Bank of America, N.A. with Wells Fargo
Bank, National Association as administrative agent; (iv) provide for certain
other modifications and waivers to the Existing ABL Credit Agreement, including
modifications to certain conditions to credit extensions and modifications to
certain covenants; and (v) expressly permit the Merger and the other
transactions contemplated by the Merger Agreement; provided, however, the
effectiveness of the ABL Amendment is contingent on the occurrence of the
effective time of the Merger contemplated by the Merger Agreement.
The ABL Amendment was 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.
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 ABL
Amendment and (ii) indemnifying the Company from and against any and all losses
the Company incurs in connection with the ABL Amendment.
The foregoing description of the Merger Agreement, the ABL Amendment and related
matters does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which was included
as Exhibit 2.1 to the Form 8-K filed by the Company with the U.S. Securities and
Exchange Commission on December 17, 2021, and the ABL Amendment, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K with
respect to the ABL Amendment is incorporated by reference under this Item 2.03
insofar as it relates to the creation of a direct financial obligation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
10.1 Amendment No. 4 to Credit Agreement, dated as of February 18, 2022,
among R. R. Donnelley and Sons Company, the guarantors party thereto,
the lenders party thereto, Bank of America, N.A., as existing
administrative agent, and Wells Fargo Bank, National Association, as
successor administrative agent.
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
Chatham Asset Management, LLC to obtain the necessary financing arrangements set
forth in the commitment letters received in connection with the Merger;
(xiv) the
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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 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
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