UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 14, 2020, R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and RR Donnelley Logistics Services Worldwide, Inc., a Delaware corporation (“Donnelley Logistics” and together with the Company, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with TForce Worldwide, Inc. a Delaware corporation (the “Buyer”), and TForce Holdings USA, Inc. a Delaware corporation, pursuant to which the Buyer will acquire the Company’s DLS Worldwide logistics business (the “Business”) for a cash purchase price of $225 million, subject to a customary working capital adjustment and an escrow of $22.5 million.
The transaction is subject to execution and delivery of certain closing agreements and certificates, the satisfaction or waiver of customary closing conditions and receipt of required regulatory approvals. Subject to those conditions, the parties expect to complete the transaction within the next sixty days.
The Purchase Agreement contains customary representations, warranties and covenants, as well as customary indemnification provisions subject to specified limitations.
The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Purchase Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. Except for its status as a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein, the Purchase Agreement is not intended to be a source of factual, business, or operational information about the parties, and investors should not rely on the representations or warranties, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties.
| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2020, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is hereby furnished pursuant to Item 7.01 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 | |
| 2.1 | Asset Purchase Agreement, dated as of September 14, 2020, among R. R. Donnelley & Sons Company, Donnelley Logistics Services Worldwide, Inc., TForce Worldwide, Inc. and TForce Holdings USA, Inc. | |
| 99.1 | Press release dated September 15, 2020 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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 hereunto duly authorized.
| R. R. DONNELLEY & SONS COMPANY | ||||||
| Date: September 15, 2020 | By: | /s/ Terry D. Peterson | ||||
| Name: | Terry D. Peterson | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||