UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2020
R. R. DONNELLEY & SONS COMPANY
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 1-4694 | 36-1004130 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 35 West Wacker Drive, Chicago, Illinois |
60601 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (312) 326-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | RRD | New York Stock Exchange | ||
| Preferred Stock Purchase Rights | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 16, 2020, R. R. Donnelley & Sons Company (the “Company”) announced that it agreed to issue approximately $297 million aggregate principal amount of 8.50% Senior Notes due 2029 (the “New Notes”) in exchange (the “Exchange”) for approximately $277 million aggregate principal amount of its outstanding indebtedness (the “Exchange Notes”) pursuant to privately negotiated agreements with the largest holder of its outstanding senior notes.
On March 30, 2020, the Company entered into an Indenture, dated as of March 30, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of March 30, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, governing the New Notes.
The Company effected the Exchange in a series of closings. As described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2020 (the “April 3 8-K”), the Company had issued approximately $198 million of New Notes under the Indenture in exchange for approximately $185 million of Exchange Notes as of 5:30 p.m., New York time, on April 2, 2020.
The Company completed the final closing for the Exchange on April 8, 2020, upon which all $297 million aggregate principal amount of the New Notes were outstanding and all of the Exchange Notes had been canceled. The Company did not receive any proceeds from the issuance of any of the New Notes.
The information set forth in Item 1.01 of the April 3 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events
On April 9, 2020, the Company issued a press release announcing that it completed a series of previously disclosed refinancing transactions (including the Exchange) that address a significant portion of the Company’s 2023 and 2024 debt maturities. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company on April 9, 2020 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| R.R. DONNELLEY & SONS COMPANY | ||
| By: | /s/ Terry D. Peterson | |
| Terry D. Peterson | ||
| Executive Vice President and Chief Financial Officer | ||
Date: April 9, 2020
Exhibit 99.1
RRD Completes Previously Announced Refinancing Transactions, Addressing Nearly Half of its
2023 and 2024 Senior Note Maturities
April 9, 2020
CHICAGO—(BUSINESS WIRE)—R. R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) is pleased to announce that it successfully completed a series of previously disclosed privately negotiated refinancing transactions with the largest holder of its outstanding senior notes (the “Seller”) that address a significant portion of the Company’s 2023 and 2024 debt maturities.
The refinancing transactions included:
| • | On March 16, 2020, the repurchases of approximately $6.6 million of RRD’s 7.00% Senior Notes due 2022 and approximately $20 million of RRD’s 6.00% Senior Notes due 2024 (the “2024 Notes”) owned by the Seller at a price equal to 99%, plus accrued and unpaid interest. RRD funded such repurchases with a draw from its senior secured asset based lending facility. |
| • | In a series of closings completed on April 8, 2020, the private exchange of approximately $277 million aggregate principal amount of RRD’s outstanding indebtedness owned by the Seller, consisting of approximately $54 million of RRD’s 6.50% Senior Notes due 2023, approximately $177 million of 2024 Notes and approximately $46 million of its 6.625% Debentures due 2029 (the “2029 Debentures”) held by the Seller for approximately $297 million aggregate principal amount of newly issued unsecured 8.50% Senior Notes due 2029 (the “Exchange Notes”). Other than the interest rate, the terms of the Exchange Notes are substantially similar to the terms of the 2029 Debentures. |
“We are very pleased to have completed these transactions despite the heightened market volatility caused by the COVID-19 pandemic. These transactions significantly strengthened our balance sheet and improved the flexibility of our capital structure in support of our strategic priorities. With these exchanges behind us, we will continue to pursue additional opportunities to extend our debt maturity profile or lower our cost of capital,” said Terry Peterson, Executive Vice President and Chief Financial Officer of RRD.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. Nothing contained herein shall constitute an offer to sell, or the solicitation of an offer to buy, any securities.
About RRD
RRD is a leading global provider of multichannel business communications services and marketing solutions. With more than 50,000 clients and 36,400 employees across 29 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 may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking
statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RRD’s filings with the SEC. RRD disclaims any obligation to update or revise any forward-looking statements.
Investor Contact:
Johan Nystedt, Senior Vice President, Finance
Telephone: 630-322-7111
E-mail: investor.info@rrd.com
Source: RRD