UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 8.01. | Other Events. |
On May 4, 2021, R. R. Donnelley & Sons (the “Company”) issued a press release announcing that it plans to offer, subject to market conditions, an additional $50 million aggregate principal amount of the Company’s 6.125% senior secured notes due 2026. 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 May 4, 2021 | |
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 thereunto duly authorized.
R.R. DONNELLEY & SONS COMPANY | ||
By: | /s/ Terry D. Peterson | |
Terry D. Peterson | ||
Executive Vice President and Chief Financial Officer |
Date: May 4, 2021
Exhibit 99.1
RRD ANNOUNCES ADD-ON OFFERING OF SENIOR SECURED NOTES
Chicago, May 4, 2021 R.R. Donnelley & Sons Company (NYSE: RRD) (RRD or the Company) today announced its intention to offer an additional $50 million aggregate principal amount of the Companys 6.125% senior secured notes due 2026 (the Notes), subject to market conditions. The Notes will be general senior secured obligations of the Company and will be guaranteed by the Companys domestic, wholly-owned subsidiaries that guarantee the Companys existing term loan B credit facility (the Term Loan Facility) and its amended and restated senior secured asset-based revolving credit facility. The Notes will be issued under the same indenture pursuant to which, on April 28, 2021, the Company issued $400 million aggregate principal amount of 6.125% senior secured notes due 2026 (the Initial Notes). The Notes will be treated as a single series with and have the same terms as the Initial Notes, except that the issue price may differ.
The Company intends to use the net proceeds from the offering to repay approximately $49.25 million aggregate principal amount of the loans outstanding under the Term Loan Facility.
The Notes and the related subsidiary guarantee will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary guarantee have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 industrys most comprehensive offering of solutions designed to help companiesfrom Main Street to Wall Streetoptimize 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 RRDs 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
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