Basic Stats
| LEI | SU4X0P4WWRGOQDTSV032 |
| CIK | 29669 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to R.R. Donnelley & Sons Co.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-04694 R. R. Donnelley & Sons Company (Exact name of registrant as speci |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 1, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 14, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 28, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 11, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 25, 2022 |
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): February 25, 2022 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) (Comm |
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| February 25, 2022 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| February 25, 2022 |
Exhibit 99.1 Chatham Asset Management Completes Acquisition of RRD Thomas J. Quinlan Appointed President and Chief Executive Officer Chicago, February 25, 2022 ? Chatham Asset Management, LLC (?Chatham?), a leading private investment firm, and R. R. Donnelley & Sons Company (?RRD? or the ?Company?) today announced that they have completed a transaction in which affiliates of Chatham have acquired |
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| February 25, 2022 |
Amended and Restated Bylaws of R. R. Donnelley & Sons Company Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF R. R. DONNELLEY & SONS COMPANY ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the state of Delaware shall be in the city of Wilmington, county of New Castle, and the name of its registered agent shall be Corporation Service Company. SECTION 1.02. Other Offices. The corporation may also have offices at such o |
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| February 25, 2022 |
Amended and Restated Certificate of Incorporation of R. R. Donnelley & Sons Company Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF R. R. DONNELLEY & SONS COMPANY FIRST: The name of the Corporation is R. R. Donnelley & Sons Company (the ?Corporation?). SECOND: The address of its registered office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such addr |
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| February 24, 2022 |
Subsidiaries of the Company (filed herewith) EXHIBIT 21 R.R. Donnelley & Sons Company Subsidiaries Entity Name Jurisdiction American Lithographers, Inc. California Banta Corporation Wisconsin Banta Europe B.V. Netherlands Banta Global Turnkey (Shenzhen) Co., Ltd. China Banta Global Turnkey (Singapore) PTE LTD Singapore Banta Global Turnkey LLC Texas Banta Global Turnkey Ltd. [Ireland] Ireland Beijing Donnelley Commercial Co., Ltd. Beijing Br |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4694 R. R. DONNELLEY & SONS COMPAN |
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| February 24, 2022 |
Form of Restricted Stock Unit Award Agreement for Directors (filed herewith)* EXHIBIT 10.22 R.R. DONNELLEY & SONS COMPANY DIRECTOR RESTRICTED STOCK UNIT AWARD This Restricted Stock Unit Award (?Award?) is granted as of this day of , 20 (the ?Grant Date?) by R.R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), to (?Grantee?). This Award is made to Grantee pursuant to the provisions of the Company?s 2017 Performance Incentive Plan (the ?2017 PIP?). Capitaliz |
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| February 24, 2022 |
Description of Securities (filed herewith) EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S COMMON SHARES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK AND PREFERRED STOCK The authorized capital stock of the Company consists of: (i) 165,000,000 shares of common stock, par value $0.01per share, and 2,000,000 shares of preferred stock, par value $1.00 per share. The following summary description of the capital st |
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| February 24, 2022 |
Financial Statements and Exhibits, Other Events 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): February 23, 2022 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) (Comm |
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| February 24, 2022 |
Form of Phantom Restricted Stock Unit Award Agreement for Directors (filed herewith)* EXHIBIT 10.21 R.R. DONNELLEY & SONS COMPANY DIRECTOR TIME VESTING PHANTOM STOCK AWARD (2017 PIP) This Time Vesting Phantom Stock Award (?Award?) is granted as of the day of , 20, (the ?Grant Date?) by R.R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), to (?Grantee?). 1.Grant of Award. The Company hereby credits to Grantee stock units (the ?Stock Units?), subject to the restrict |
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| February 24, 2022 |
RRD Announces Results of Special Meeting of Stockholders Exhibit 99.1 RRD Announces Results of Special Meeting of Stockholders CHICAGO ? February 23, 2022 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) (NYSE: RRD) today held its virtual special meeting of stockholders (the ?Special Meeting?) to consider two proposals relating to the previously announced Agreement and Plan of Merger, dated as of December 14, 2021, by and among Chatham Delta Pa |
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| February 24, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 23, 2022 R. |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4694 R. R. DON |
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| February 24, 2022 |
RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATION FOR ITS 2029 DEBENTURES Exhibit 99.1 RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATION FOR ITS 2029 DEBENTURES CHICAGO, Illinois, February 23, 2022 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced the expiration of its previously announced solicitation of consents (the ?Consent Solicitation?) from holders of its 6.625% Debentures due 2029 (the ?Debentures?) to adopt certain proposed |
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| February 24, 2022 |
Power of Attorney (filed herewith) EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Deborah L. |
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| February 22, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT (this ?Amendment?), dated as of February 18, 2022, by and among R. R. Donnelley & Sons Company, a Delaware corporation (the ?Borrower?), the Guarantors (as defined below), BANK OF AMERICA, N.A., as the resigning administrative agent (in such capacity, the ?Resigning Administrative Agent?), WELLS |
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| February 22, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 22, 2022 |
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): February 18, 2022 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) (Comm |
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| February 18, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 18, 2022 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) (Comm |
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| February 18, 2022 |
Exhibit 99.1 RRD REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS 2021 FULL YEAR NET SALES INCREASED 4% OVER PRIOR YEAR TOTAL DEBT OF $1.47 BILLION AT LOWEST LEVEL SINCE THE SPIN IN 2016 REGULATORY APPROVALS FOR THE MERGER WITH CHATHAM HAVE BEEN OBTAINED; SUBJECT TO STOCKHOLDER VOTE SCHEDULED FOR FEBRUARY 23, TRANSACTION IS EXPECTED TO CLOSE EXPEDITIOUSLY THEREAFTER AND AS SOON AS FEBRUARY 25 Chi |
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| February 14, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
RRD / Donnelley (R.R.) & Sons Co. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* R. R. Donnelley & Sons Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 257867200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* R.R. Donnelley & Sons Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 257867200 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule p |
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| February 14, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
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): February 7, 2022 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) (Commi |
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| February 11, 2022 |
Exhibit 99.1 RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATION FOR ITS 2023 NOTES AND EXTENSION OF ITS CONSENT SOLICITATION FOR ITS 2029 DEBENTURES CHICAGO, Illinois, February 7, 2022 ? 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 |
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| February 11, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this ?Amendment?), dated as of February 7, 2022, by and among R. R. DONNELLEY & SONS COMPANY, a Delaware corporation (the ?Borrower?), the SUBSIDIARY GUARANTORS listed on the signature pages hereof, BANK OF AMERICA, N.A., as the resigning administrative agent (in such capacity, the ?Resigning Ad |
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| February 11, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
Exhibit 4.1 Execution Version R. R. DONNELLEY & SONS COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of February 9, 2022 to Indenture dated as of January 3, 2007 6 1/2% Notes due 2023 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Generally 4 Article II AMENDMENTS Section 2.1 Certain Amendments to the Indenture 4 Section 2.2 Certain Wa |
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| February 7, 2022 |
Exhibit 4.2 Execution Version R.R. DONNELLEY & SONS COMPANY, as Issuer, EACH OF THE GUARANTORS PARTY HERETO, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. BANK NATIONAL ASSOCIATION), as Trustee and Notes Collateral Agent SUPPLEMENTAL INDENTURE NO. 2 Dated as of February 7, 2022 to Indenture dated as of April 28, 2021 6.125% SENIOR SECURED NOTES DUE 2026 TABLE OF CONTENTS |
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| February 7, 2022 |
Exhibit 4.3 Execution Version R. R. DONNELLEY & SONS COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 7, 2022 to Indenture dated as of November 1, 1990 8.820% Debentures due 2031 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Generally 4 Article II AMENDMENTS Section 2.1 Certain Amendments to the Indentur |
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| February 7, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 7, 2022 |
Exhibit 99.1 RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATIONS FOR ITS 2024 NOTES, 2026 NOTES AND 2031 DEBENTURES AND EXTENSION OF ITS CONSENT SOLICITATIONS FOR ITS 2023 NOTES AND 2029 DEBENTURES CHICAGO, Illinois, February 2, 2022 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced the expiration of its previously announced solicitation of waivers and consents |
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| February 7, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 2, 2022 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) (Commi |
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| February 7, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 7, 2022 |
Exhibit 4.1 Execution Version R. R. DONNELLEY & SONS COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of February 7, 2022 to Indenture dated as of January 3, 2007 6.00% Notes due 2024 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Generally 4 Article II AMENDMENTS Section 2.1 Certain Amendments to the Indenture 4 Section 2.2 Certain Waiver |
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| February 4, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2022 |
Exhibit 99.1 Strategic Party Withdraws $11.50 Non-Binding Proposal to Acquire RRD RRD Again Reaffirms Merger Agreement with Chatham Asset Management and Urges Stockholders to Vote for the Chatham Transaction CHICAGO, February 2, 2022 ? R. R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced that the unsolicited non-binding and conditional ?Alternative Acquisition Propos |
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| February 2, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 2, 2022 R. |
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| February 2, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 1, 2022 |
Exhibit 4.2 Execution Version R.R. DONNELLEY & SONS COMPANY and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. BANK NATIONAL ASSOCIATION), as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 31, 2022 to Indenture dated as of June 18, 2020 8.250% Notes due 2027 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Generally 4 Article II AMENDMENTS Section 2.1 Certain Ame |
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| February 1, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 1, 2022 |
EX-4.1 2 d300489dex41.htm EX-4.1 Exhibit 4.1 Execution Version R.R. DONNELLEY & SONS COMPANY and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. BANK NATIONAL ASSOCIATION), as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 31, 2022 to Indenture dated as of March 30, 2020 8.50% Notes due 2029 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Generally 4 Article II A |
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| February 1, 2022 |
RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATIONS FOR ITS 2027 NOTES AND 2029 NOTES Exhibit 99.1 RRD ANNOUNCES EXPIRATION OF ITS CONSENT SOLICITATIONS FOR ITS 2027 NOTES AND 2029 NOTES CHICAGO, Illinois, January 27, 2022 ? 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 Solicitations?) from holders of its 8.250% Notes due 2027 (the ?2027 Notes?) and 8.5 |
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| February 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): January 27, 2022 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) (Commi |
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| January 28, 2022 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| January 21, 2022 |
Table of Contents Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| January 20, 2022 |
Exhibit 99.1 RRD Provides an Update on the Unsolicited Non-Binding Proposal From the ?Strategic Party? to Acquire RRD Chicago, January 20, 2022 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) announced today the receipt of an update to the unsolicited non-binding ?Alternative Acquisition Proposal? (as defined in the Company?s previously announced definitive merger agreement with affiliat |
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| January 20, 2022 |
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): January 20, 2022 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) (Commi |
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| January 20, 2022 |
Financial Statements and Exhibits, Other Events 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): January 20, 2022 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) (Commi |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2022 R. |
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| January 20, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2022 R. |
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| January 20, 2022 |
RRD ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATIONS FOR ITS OUTSTANDING DEBT SECURITIES Exhibit 99.1 RRD ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATIONS FOR ITS OUTSTANDING DEBT SECURITIES CHICAGO, Illinois, January 20, 2022 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced that it is soliciting waivers and consents (the ?Consent Solicitations?) from holders of its 6.500% Notes due 2023 (the ?2023 Notes?), 6.000% Notes due 2024 (the ?2024 Notes?), 6 |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 18, 2022 R. |
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| January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 13, 2022 R. |
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| December 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 29, 2021 R. |
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| December 30, 2021 |
Table of Contents Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 30, 2021 |
EX-99.1 Exhibit 99.1 RRD Receives Unsolicited Non-Binding Proposal to Acquire RRD for $11.00 Per Share in Cash Board Determines Proposal Would Reasonably Be Expected to Lead to a “Superior Proposal” Chicago, December 29, 2021 – R. R. Donnelley & Sons Company (“RRD” or the “Company”) announced today the receipt of an unsolicited non-binding “Alternative Acquisition Proposal” as defined in its previ |
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| December 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 29, 2021 R. |
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| December 27, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 |
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| December 27, 2021 |
JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 Exhibit 19 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 WELLS FARGO BANK, NATIONAL ASSOCIATION 150 East 42nd Street, 40th Floor New York, New York 10017 APOLLO GLOBAL FUNDING, LLC APOLLO CAPITAL MANAGEMENT, L. |
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| December 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 27, 2021 R. |
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| December 23, 2021 |
Form of Acceleration and Clawback Acknowledgement Exhibit 10.1 Acceleration and Clawback Acknowledgement As you are aware, on December 14, 2021, R. R. Donnelley & Sons Company (the ?Company?) entered into an Agreement and Plan of Merger (?Merger Agreement?) with Chatham Delta Parent, Inc., a Delaware corporation (?Chatham Parent?), and Chatham Delta Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Chatham Par |
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| December 23, 2021 |
DEFA14A 1 d57635ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 17, 2021 R. R. DONNELLEY & SONS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-4694 36-1004130 (State or other j |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 17, 2021 R. |
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| December 22, 2021 |
Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT (this ?Amendment?), dated as of December 21, 2021, by and among R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), the Guarantors (as defined below), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectivel |
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| December 22, 2021 |
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): December 21, 2021 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) (Comm |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2021 R. |
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| December 17, 2021 |
Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), is dated as of December 14, 2021, by and among Chatham Delta Parent, Inc., a Delaware corporation (?Parent?), Chatham Asset Management, LLC, a Delaware limited liability company (?CAM?), R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?) and the undersigned entities listed on Annex A (each |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A (Amendment No. |
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| December 17, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CHATHAM DELTA PARENT, INC. CHATHAM DELTA ACQUISITION SUB, INC., and R. R. DONNELLEY & SONS COMPANY Dated as of December 14, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 The Closing 3 Section 1.3 Effective Time 3 Section 1.4 Certificate of Incorporation and Bylaws 3 Section 1.5 Board o |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2021 R. |
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| December 17, 2021 |
Exhibit 4.1 FIFTH AMENDMENT TO RIGHTS AGREEMENT This Fifth Amendment to Rights Agreement (this ?Amendment?), dated as of December 14, 2021 (the ?Effective Date?), between R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Rights Agent?), amends the Rights Agreement, dated as of August 28, 2019, be |
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| December 15, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| December 15, 2021 |
WELLS FARGO BANK, NATIONAL ASSOCIATION 150 East 42nd Street, 40th Floor New York, New York 10017 Exhibit 16 Execution Version JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 WELLS FARGO BANK, NATIONAL ASSOCIATION 150 East 42nd Street, 40th Floor New York, New York 10017 CONFIDENTIAL December 14, 2021 COMMITMENT LETTER Chatham Delta Parent, Inc. |
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| December 15, 2021 |
[Remainder of page intentionally left blank] Exhibit 17 Execution Version December 14, 2021 Chatham Delta Parent, Inc. 26 Main Street, Suite 204 Chatham, New Jersey 07928 Re: R.R. Donnelley & Sons Company Capital Commitment Letter Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of December 14, 2021 (as may be amended, restated, supplemented or otherwise modified, the ?Merger Agreement?), by and among Cha |
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| December 15, 2021 |
Exhibit 15 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CHATHAM DELTA PARENT, INC. |
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| December 15, 2021 |
Exhibit 18 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), is dated as of December 14, 2021, by and among Chatham Delta Parent, Inc. |
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| December 14, 2021 |
EX-99.1 2 d269635dex991.htm EX-99.1 Exhibit 99.1 RRD to be Acquired by Chatham Asset Management for $10.85 Per Share in Cash RRD Terminates Merger Agreement with Atlas CHICAGO – December 14, 2021 – R.R. Donnelley & Sons Company (“RRD” or the “Company”) (NYSE: RRD) today announced that it has entered into a definitive merger agreement (the “Chatham Merger Agreement”) to be acquired by affiliates of |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2021 R. |
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| December 14, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 14, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2021 R. |
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| December 14, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 14, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 14, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 10, 2021 |
Exhibit 99.1 RRD Board Unanimously Determines that Chatham?s Unsolicited Proposal to Acquire RRD for $10.85 Per Share in Cash Constitutes a ?Superior Proposal? Chicago, December 10, 2021 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) announced today that its Board of Directors (the ?Board?) unanimously determined that an unsolicited proposal from Chatham Asset Management, LLC (?Chatham? |
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| December 10, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 9, 2021 R. |
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| December 10, 2021 |
EX-2.1 2 d270283dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2021 (this “Amendment”), is made by and between Atlas River Parent Inc., a Delaware corporation (“Parent”), and R. R. Donnelley & Sons Company, a Delaware corporation (the “Company” and, together with Parent, the “Parties”). RECI |
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| December 10, 2021 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2021 (this ?Amendment?), is made by and between Atlas River Parent Inc., a Delaware corporation (?Parent?), and R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company? and, together with Parent, the ?Parties?). RECITALS WHEREAS, the Parties entered |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 10, 2021 R. |
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| December 10, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 9, 2021 R. |
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| December 10, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 10, 2021 R. |
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| December 10, 2021 |
EX-99.14 Exhibit 14 December 9, 2021 The Board of Directors R.R. Donnelley & Sons Company 35 West Wacker Drive Chicago, Illinois 60601 Ladies and Gentlemen: Chatham Asset Management, LLC (together with its affiliates, “we,” “us” or “Chatham”), the Company’s largest stockholder and debtholder, is writing in response to the press release issued by R.R. Donnelley & Sons Company (“RRD” or the “Company |
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| December 9, 2021 |
RRD Board Accepts Revised Proposal from Atlas at $10.35 Per Share in Cash EX-99.1 2 d277210dex991.htm EX-99.1 Exhibit 99.1 RRD Board Accepts Revised Proposal from Atlas at $10.35 Per Share in Cash Chicago, December 9, 2021 – R. R. Donnelley & Sons Company (“RRD” or the “Company”) announced today that it has accepted a proposal from affiliates of Atlas Holdings LLC (“Atlas”) to increase the price per share of their pending acquisition of RRD to $10.35 per share in cash, |
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| December 9, 2021 |
RRD Board Accepts Revised Proposal from Atlas at $10.35 Per Share in Cash EX-99.1 2 d277210dex991.htm EX-99.1 Exhibit 99.1 RRD Board Accepts Revised Proposal from Atlas at $10.35 Per Share in Cash Chicago, December 9, 2021 – R. R. Donnelley & Sons Company (“RRD” or the “Company”) announced today that it has accepted a proposal from affiliates of Atlas Holdings LLC (“Atlas”) to increase the price per share of their pending acquisition of RRD to $10.35 per share in cash, |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 9, 2021 R. |
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| December 9, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 9, 2021 R. |
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| December 3, 2021 |
Table of Contents Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 1, 2021 |
DEFA14A 1 d374437ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2021 R. R. DONNELLEY & SONS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-4694 36-1004130 (State or other j |
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| December 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2021 R. |
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| December 1, 2021 |
Exhibit 99.1 RRD Board Unanimously Determines that Chatham?s Unsolicited Proposal to Acquire RRD for $10.25 Per Share in Cash Constitutes a ?Superior Proposal? Chicago, December 1, 2021 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) announced today that its Board of Directors (the ?Board?) unanimously determined that an unsolicited proposal from Chatham Asset Management, LLC (?Chatham?) |
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| December 1, 2021 |
Exhibit 99.1 RRD Board Unanimously Determines that Chatham?s Unsolicited Proposal to Acquire RRD for $10.25 Per Share in Cash Constitutes a ?Superior Proposal? Chicago, December 1, 2021 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) announced today that its Board of Directors (the ?Board?) unanimously determined that an unsolicited proposal from Chatham Asset Management, LLC (?Chatham?) |
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| November 30, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 29, 2021 R. |
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| November 29, 2021 |
RRD Board Announces Expiration of “Go-Shop” Period and Qualification of “Excluded Parties” Exhibit 99.1 RRD Board Announces Expiration of ?Go-Shop? Period and Qualification of ?Excluded Parties? Chicago, November 29, 2021 ? R. R. Donnelley & Sons Company (?RRD? or the ?Company?) announced today the expiration of the ?go-shop? period set forth in the previously announced definitive merger agreement with affiliates of Atlas Holdings LLC (?Atlas?), dated as of November 3, 2021 (the ?Atlas |
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| November 29, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 |
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| November 29, 2021 |
Exhibit 13 November 29, 2021 The Board of Directors R.R. Donnelley & Sons Company 35 West Wacker Drive Chicago, Illinois 60601 Ladies and Gentlemen: In response to the press release issued by R.R. Donnelley & Sons Company (?RRD? or the ?Company?) this morning that the Company has received an offer from a strategic party to acquire RRD at a price equal to $10.00 per share as part of its ?go-shop? p |
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| November 29, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 29, 2021 R. |
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| November 16, 2021 |
WELLS FARGO BANK, NATIONAL ASSOCIATION 150 East 42nd Street, 40th Floor New York, New York 10017 Exhibit 9 EXECUTION VERSION JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 WELLS FARGO BANK, NATIONAL ASSOCIATION 150 East 42nd Street, 40th Floor New York, New York 10017 CONFIDENTIAL November 16, 2021 COMMITMENT LETTER Chatham Delta Parent, Inc. |
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| November 16, 2021 |
Transactions In The Securities Of The Issuer Exhibit 6 Transactions In The Securities Of The Issuer The following table sets forth all transactions with respect to the securities of the Issuer effected during the past sixty (60) days by any of the Reporting Persons. |
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| November 16, 2021 |
Remainder of page intentionally left blank. Exhibit 10 Execution Version November 16, 2021 Chatham Delta Parent, Inc. 26 Main Street, Suite 204 Chatham, New Jersey 07928 Re: R.R. Donnelley & Sons Company Capital Commitment Letter Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of November 16, 2021 (as may be amended, restated, supplemented or otherwise modified, the ?Merger Agreement?), by and among Cha |
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| November 16, 2021 |
Exhibit 12 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CHATHAM ASSET MANAGEMENT, LLC, Plaintiff, v. |
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| November 16, 2021 |
Exhibit 11 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), is dated as of November 16, 2021, by and among Chatham Delta Parent, Inc. |
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| November 16, 2021 |
Exhibit 7 November 16, 2021 The Board of Directors R.R. Donnelley & Sons Company 35 West Wacker Drive Chicago, Illinois 60601 Ladies and Gentlemen: Chatham Asset Management, LLC (together with its affiliates, ?we? or ?Chatham?), the largest stockholder and debtholder of R.R. Donnelley & Sons Company (?RRD? or the ?Company?), is hereby submitting a firm, fully-financed all-cash offer to acquire all |
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| November 16, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A #4 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| November 16, 2021 |
Exhibit 8 Execution Version AGREEMENT AND PLAN OF MERGER by and among CHATHAM DELTA PARENT, INC. |
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| November 16, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 12, 2021 |
Exhibit 99.1 35 West Wacker Drive Chicago, Illinois 60601 1.312.326.8000 www.rrd.com November 12, 2021 Chatham Asset Management, LLC Anthony Melchiorre Managing Member Dear Mr. Melchiorre, We are writing to follow up on our discussions with regards to your non-binding, conditional indication of interest to acquire R. R. Donnelley & Sons Company. As we have discussed with your counsel over the past |
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| November 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2021 R. |
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| November 12, 2021 |
DEFA14A 1 d223453ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2021 R. R. DONNELLEY & SONS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-4694 36-1004130 (State or other |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2021 R. |
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| November 4, 2021 |
Exhibit 4.1 FOURTH AMENDMENT TO RIGHTS AGREEMENT This Fourth Amendment to Rights Agreement (this ?Amendment?), dated as of November 3, 2021 (the ?Effective Date?), between R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Rights Agent?), amends the Rights Agreement, dated as of August 28, 2019, b |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2021 R. |
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| November 4, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ATLAS RIVER PARENT INC., ATLAS RIVER ACQUISITION SUB INC. and R. R. DONNELLEY & SONS COMPANY Dated as of November 3, 2021 TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation and Bylaws 2 Section 1.5 Board of Directors 2 Section 1.6 Offi |
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| November 4, 2021 |
Exhibit 7 FOURTH AMENDMENT TO RIGHTS AGREEMENT This Fourth Amendment to Rights Agreement (this ?Amendment?), dated as of November 3, 2021 (the ?Effective Date?), between R. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A (Amendment No. |
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| November 3, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 3, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2021 R. |
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| November 3, 2021 |
RRD to be Acquired by Atlas for $8.52 Per Share in Cash Provides Attractive Value to Stockholders EX-99.1 2 d370508dex991.htm EX-99.1 Exhibit 99.1 RRD to be Acquired by Atlas for $8.52 Per Share in Cash Provides Attractive Value to Stockholders CHICAGO – November 3, 2021 – R.R. Donnelley & Sons Company (“RRD”) (NYSE: RRD) today announced that it has entered into a definitive merger agreement to be acquired by affiliates of Atlas Holdings LLC (“Atlas”), which operates a global family of manufac |
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| November 3, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 3, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 3, 2021 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) (Commi |
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| November 3, 2021 |
EX-99.1 2 d250790dex991.htm EX-99.1 Exhibit 99.1 RRD REPORTS THIRD QUARTER 2021 RESULTS NET SALES INCREASED 6% OVER PRIOR YEAR GAAP AND NON-GAAP INCOME FROM OPERATIONS AND MARGINS IMPROVED FROM PRIOR YEAR GAAP EPS FROM CONTINUING OPERATIONS IN THIRD QUARTER INCREASED $0.51 FROM PRIOR YEAR; NON-GAAP ADJUSTED EPS FROM CONTINUING OPERATIONS INCREASED $0.25 TOTAL DEBT DOWN $508 MILLION FROM A YEAR AGO |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-4694 R.R. DONNELLEY & SONS COMPANY (Exact name of registran |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2021 R. |
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| November 3, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 3, 2021 |
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): November 3, 2021 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) (Commi |
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| November 3, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 3, 2021 |
DEFA14A 1 d252639ddefa14a.htm DEFA14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| November 3, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 2, 2021 |
Exhibit 4 CHATHAM ASSET MANAGEMENT UPDATES STOCKHOLDERS ON DISCUSSIONS WITH R.R. DONNELLEY REGARDING ITS CREDIBLE OFFER TO ACQUIRE THE COMPANY Reaffirms All-Cash Offer to Acquire the Company for $7.50 per Share Calls on Board to Immediately Execute a Customary Non-Disclosure Agreement and Commit to a Legitimate Sales Process to Deliver Full and Certain Value to Stockholders CHATHAM, N.J., November |
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| November 2, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D/A Activist Investment SC 13D/A 1 rrdonnelley13da2nov22021.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Stre |
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| October 12, 2021 |
Non-Binding Proposal & Inquiry Letter EX-2 2 rrdonnelley13da10122021ex2.htm NON-BINDING PROPOSAL AND INQUIRY LETTER Exhibit 2 Non-Binding Proposal & Inquiry Letter October 12, 2021 The Board of Directors R.R. Donnelley & Sons Company 35 West Wacker Drive Chicago, Illinois 60601 To the Board of Directors: Chatham Asset Management, LLC (together with its affiliates, “we” or “Chatham”), is a New Jersey-based credit investment firm focuse |
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| October 12, 2021 |
Transactions In The Securities Of The Issuer EX-3 3 rrdonnelley13da10122021ex3.htm TRANSACTIONS IN THE SECURITIES OF THE ISSUER Exhibit 3 Transactions In The Securities Of The Issuer The following table sets forth all transactions with respect to the securities of the Issuer effected during the past sixty (60) days by any of the Reporting Persons. The reported price per share is a weighted average price that excludes brokerage commissions. D |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| August 27, 2021 |
Exhibit 4.1 THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment to Rights Agreement (this ?Amendment?), dated as of August 27, 2021 (the ?Effective Date?), between R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Rights Agent?), amends the Rights Agreement, dated as of August 28, 2019, betw |
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| August 27, 2021 |
Exhibit 99.1 RRD Extends Existing Stockholder Rights Plan Plan to Be Submitted to Stockholder Vote at 2022 Annual Meeting Chicago, August 27, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced that the Company?s Board of Directors (the ?Board?) has amended the Company?s stockholder rights plan (the ?Rights Plan?) to extend its final expiration date to August |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 27, 2021 R. |
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| August 27, 2021 |
EX-99.6 2 d198353dex996.htm EX-6 Exhibit 6 THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment to Rights Agreement (this “Amendment”), dated as of August 27, 2021 (the “Effective Date”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends the Rights Agreement, da |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A (Amendment No. |
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| August 6, 2021 |
As filed with the Securities and Exchange Commission on August 6, 2021 As filed with the Securities and Exchange Commission on August 6, 2021 Registration No. |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-4694 R.R. DONNELLEY & SONS COMPANY (Exact name of registrant as |
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| August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 3, 2021 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) (Commiss |
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| August 3, 2021 |
Exhibit 99.1 RRD REPORTS SECOND QUARTER 2021 RESULTS NET SALES GROWTH OF 13% NEAR TOP END OF PREVIOUS GUIDANCE INCOME FROM OPERATIONS IMPROVEMENT EXCEEDED PREVIOUS OUTLOOK; EPS ALSO UP SIGNIFICANTLY OVER PRIOR YEAR TOTAL DEBT DOWN $494 MILLION FROM A YEAR AGO COMPANY ISSUES IMPROVED FULL YEAR OUTLOOK Chicago, August 3, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today |
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| August 2, 2021 |
RRD RESPONDS TO RECENT SCHEDULE 13D FILING BY CHATHAM Exhibit 99.1 RRD RESPONDS TO RECENT SCHEDULE 13D FILING BY CHATHAM Chicago, August 2, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today issued the following statement regarding the Schedule 13D filed on July 28, 2021 by Chatham Asset Management, LLC (?Chatham?) with the Securities and Exchange Commission disclosing, among other things, its current holdings of common s |
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| August 2, 2021 |
Financial Statements and Exhibits, Other Events 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): August 2, 2021 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) (Commiss |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 28, 2021 R. |
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| July 28, 2021 |
Information with respect to Persons Covered Under Instruction C to Schedule 13D EX-2 3 rrdonnelley13djul282021ex2.htm INFORMATION WITH RESPECT TO PERSONS COVERED UNDER INSTRUCTION C TO SCHEDULE 13D Exhibit 2 Information with respect to Persons Covered Under Instruction C to Schedule 13D Item 2. Identity and Background. The following sets forth the name, position, address, principal occupation, and citizenship of each director and executive officer of the applicable Reporting |
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| July 28, 2021 |
Transactions In The Securities Of The Issuer Exhibit 3 Transactions In The Securities Of The Issuer The following table sets forth all transactions with respect to the securities of the Issuer effected during the past sixty (60) days by any of the Reporting Persons. |
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| July 28, 2021 |
Exhibit 1 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $0. |
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| July 28, 2021 |
RRD / Donnelley (R.R.) & Sons Co. / Chatham Asset Management, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) James Ruggerio c/o Chatham Asset Management, LLC 26 Main Street, Suite 204 Chatham, New Jersey 07928 Telephone |
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| June 2, 2021 |
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): May 26, 2021 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) (Commissio |
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| May 24, 2021 |
Submission of Matters to a Vote of Security Holders 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): May 20, 2021 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) (Commissio |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) May 18, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report R. R. DONNELLEY & SONS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-4694 36-1004130 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 35 West Wacker Drive, Chicago, IL 60601 (Address of principal executive o |
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| May 21, 2021 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0. |
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| May 21, 2021 |
Exhibit 1.01 R.R. DONNELLEY & SONS COMPANY Conflict Minerals Report For the reporting period from January 1, 2020 to December 31, 2020 This Conflict Minerals Report (the ?Report?) of R.R. Donnelley & Sons Company (the ?Company?) has been prepared pursuant to Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2020 to Decembe |
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| May 18, 2021 |
Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to Rights Agreement (this ?Amendment?), dated as of May 17, 2021 (the ?Effective Date?), between R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Rights Agent?), amends the Rights Agreement, dated as of August 28, 2019, betwe |
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| May 18, 2021 |
Exhibit 99.1 RRD Amends Existing Stockholder Rights Plan Plan?s Scheduled Expiration in August 2021 not Affected; Plan To Be Submitted to Stockholder Vote if Extended Beyond August 2021 Chicago, May 18, 2021 ? R. R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced that its Board of Directors (the ?Board?) has approved an amendment of the Company?s stockholder rights pl |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A (Amendment No. |
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| May 18, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 17, 2021 R. |
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| May 11, 2021 |
Exhibit 4.3 Execution Version SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this ?Supplemental Indenture?), dated as of May 10, 2021 (the ?Issue Date?), by and among R.R. DONNELLEY & SON COMPANY, a Delaware corporation (the ?Issuer?), the entities identified on the signature pages hereto as ?Guarantors? (the ?Guarantors?), solely for the purposes of Article III, Section 4.1, Section 4 |
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| May 11, 2021 |
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): May 10, 2021 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) (Commissio |
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| May 4, 2021 |
RRD ANNOUNCES PRICING OF ADD-ON OFFERING OF SENIOR SECURED NOTES Exhibit 99.1 RRD ANNOUNCES PRICING OF ADD-ON OFFERING OF SENIOR SECURED NOTES Chicago, May 4, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced the pricing of an add-on offering of $50 million aggregate principal amount of the Company?s 6.125% senior secured notes due 2026 (the ?Notes?) at a price of 102.25% of the principal amount of the Notes. The Notes wi |
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| May 4, 2021 |
Financial Statements and Exhibits, Other Events 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): May 4, 2021 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 |
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| May 4, 2021 |
Financial Statements and Exhibits, Other Events 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): May 4, 2021 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 |
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| May 4, 2021 |
RRD ANNOUNCES ADD-ON OFFERING OF SENIOR SECURED NOTES EX-99.1 2 d331192dex991.htm EX-99.1 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 Company’s 6.125% senior secured notes due 2026 (the “Notes”), subject to market conditions. The Notes will b |
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| April 29, 2021 |
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 28, 2021 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) (Commiss |
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| April 29, 2021 |
Exhibit 4.1 Execution Version INDENTURE Dated as of April 28, 2021 among R.R. Donnelley & Sons Company, as the Issuer, EACH OF THE GUARANTORS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 6.125% SENIOR SECURED NOTES DUE 2026 Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 27 Section 1.03 Trust Indent |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-4694 R.R. DONNELLEY & SONS COMPANY (Exact name of registrant as |
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| April 27, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 27, 2021 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) (Commiss |
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| April 27, 2021 |
Exhibit 99.1 RRD REPORTS FIRST QUARTER 2021 RESULTS NET SALES AND INCOME FROM OPERATIONS AT UPPER END OF EARLIER ESTIMATES; NET SALES DECLINE RATE IMPROVES SEQUENTIALLY FOR THE THIRD CONSECUTIVE QUARTER OPERATING CASH FLOW IN THE QUARTER WAS $61 MILLION BETTER THAN PRIOR YEAR TOTAL DEBT DOWN $665 MILLION FROM A YEAR AGO AND FLAT COMPARED TO YEAR END 2020 Chicago, April 27, 2021 ? R.R. Donnelley & |
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| April 19, 2021 |
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 16, 2021 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) (Commiss |
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| April 19, 2021 |
RRD EXTENDS ITS SENIOR SECURED ASSET-BASED REVOLVING CREDIT FACILITY EX-99.1 Exhibit 99.1 RRD EXTENDS ITS SENIOR SECURED ASSET-BASED REVOLVING CREDIT FACILITY Chicago, April 19, 2021 — R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that it has completed an amendment (the “ABL Amendment”) to the credit agreement for its senior secured asset-based revolving credit facility (the “ABL Credit Facility”) with Bank of America, N.A., JPM |
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| April 19, 2021 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?), dated as of April 16, 2021, by and among R. R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), the Guarantors (as defined below), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, |
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| April 14, 2021 |
Financial Statements and Exhibits, Other Events 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 14, 2021 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) (Commiss |
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| April 14, 2021 |
RRD ANNOUNCES PRICING OF SENIOR SECURED NOTES OFFERING Exhibit 99.1 RRD ANNOUNCES PRICING OF SENIOR SECURED NOTES OFFERING Chicago, April 14, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced the pricing of an offering of $400 million aggregate principal amount of 100% senior secured notes due 2026 (the ?Notes?) at a price of 6.125% of the principal amount of the Notes. The aggregate principal amount of the Note |
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| April 13, 2021 |
Financial Statements and Exhibits, Other Events 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 13, 2021 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) (Commiss |
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| April 13, 2021 |
Definitive Proxy Statement on Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240. |
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| April 13, 2021 |
Exhibit 99.1 Unless otherwise indicated or required by the context, references to the ?Company,? ?us,? ?we? and ?our? are to R.R. Donnelley & Sons Company and its consolidated subsidiaries. Company Overview Since our founding in 1864, we have helped businesses connect with their customers through communications. After going public in 1956, we operated as one of the largest commercial printing comp |
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| April 13, 2021 |
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 13, 2021 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) (Commiss |
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| April 13, 2021 |
RRD ANNOUNCES OFFERING OF SENIOR SECURED NOTES Exhibit 99.1 RRD ANNOUNCES OFFERING OF SENIOR SECURED NOTES Chicago, April 13, 2021 ? R.R. Donnelley & Sons Company (NYSE: RRD) (?RRD? or the ?Company?) today announced its intention to offer $350 million aggregate principal amount of 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 |
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| March 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 16, 2021 R. R. DONNELLEY & SONS COMPANY (Exact name of Registrant as Specified in its Charter) 1-4694 Delaware 36-1004130 (Commission File Number) (State or other Jurisdiction o |
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| March 16, 2021 |
INVESTOR PRESENTATION Fourth Quarter 2020 Exhibit 99.1 SAFE HARBOR & NON-GAAP This presentation contains ?forward-looking statements? within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of R. R. Donnelley & Sons Company (the "Company") and its expectations relating to futu |
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| March 2, 2021 |
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): February 26, 2021 R. R. DONNELLEY & SONS COMPANY (Exact name of Registrant as Specified in its Charter) 1-4694 (Commission File Number) Delaware (State or other Jurisdiction of Incorp |
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| February 24, 2021 |
Power of Attorney (filed herewith) EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Deborah L. |
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| February 24, 2021 |
Description of Securities (filed herewith) EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S COMMON SHARES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK AND PREFERRED STOCK The authorized capital stock of the Company consists of: (i) 165,000,000 shares of common stock, par value $0.01per share, and 2,000,000 shares of preferred stock, par value $1.00 per share. The following summary description of the capital st |
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| February 24, 2021 |
Subsidiaries of the Company (filed herewith) EXHIBIT 21 R.R. Donnelley & Sons Company Subsidiaries Entity Name Jurisdiction American Lithographers, Inc. California Banta Corporation Wisconsin Banta Europe B.V. Netherlands Banta Global Turnkey (Shenzhen) Co., Ltd. China Banta Global Turnkey (Singapore) PTE LTD Singapore Banta Global Turnkey LLC Texas Banta Global Turnkey Ltd. [Ireland] Ireland Beijing Donnelley Commercial Co., Ltd. Beijing Br |
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| February 24, 2021 |
Form of Phantom Restricted Stock Unit Award Agreement for Directors (filed herewith)* EXHIBIT 10.21 R.R. DONNELLEY & SONS COMPANY DIRECTOR TIME VESTING PHANTOM STOCK AWARD (2017 PIP) This Time Vesting Phantom Stock Award (?Award?) is granted as of the day of , 20, (the ?Grant Date?) by R.R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), to (?Grantee?). 1.Grant of Award. The Company hereby credits to Grantee stock units (the ?Stock Units?), subject to the restrict |
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| February 24, 2021 |
Form of Restricted Stock Unit Award Agreement for Directors (filed herewith)* EXHIBIT 10.22 R.R. DONNELLEY & SONS COMPANY DIRECTOR RESTRICTED STOCK UNIT AWARD This Restricted Stock Unit Award (?Award?) is granted as of this day of , 20 (the ?Grant Date?) by R.R. Donnelley & Sons Company, a Delaware corporation (the ?Company?), to (?Grantee?). This Award is made to Grantee pursuant to the provisions of the Company?s 2017 Performance Incentive Plan (the ?2017 PIP?). Capitaliz |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-4694 R. R. DONNELLEY & SONS COMPAN |
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| February 23, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 23, 2021 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) (Comm |
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| February 23, 2021 |
Exhibit 99.1 RRD REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS NET SALES IMPROVED SEQUENTIALLY FROM PREVIOUS TWO QUARTERS AND EXCEEDED MID-POINT OF PRIOR EXPECTED RANGE BY MORE THAN $150 MILLION GAAP EPS FROM CONTINUING OPERATIONS IN FOURTH QUARTER INCREASED $0.41 FROM PRIOR YEAR; NON-GAAP ADJUSTED EPS FROM CONTINUING OPERATIONS INCREASED $0.28 TOTAL DEBT DOWN OVER $500 MILLION IN THE QUARTER |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* R.R. Donnelley & Sons Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 257867200 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* R. R. Donnelley & Sons Company (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 257867200 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* R. R. Donnelley & Sons Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 257867200 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: RR Donnelley & Sons Co Title of Class of Securities: Common Stock CUSIP Number: 257867200 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| November 25, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): November 25, 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) (Comm |
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| November 25, 2020 |
INVESTOR PRESENTATION Fourth Quarter 2020 INVESTOR PRESENTATION Fourth Quarter 2020 SAFE HARBOR & NON-GAAP This presentation contains “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of the Company and its expectations relating to future financial condition and performance. |
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| November 4, 2020 |
Exhibit 99.1 RRD Closes Sale of its DLS Worldwide Logistics Business 11/02/2020 CHICAGO-(BUSINESS WIRE)-R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”), a leading global provider of marketing and business communications, today announced that it has closed on the previously announced sale of its DLS Worldwide Logistics business (“DLS WW”) to TFI International Inc. (TFI) (NYSE and |
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| November 4, 2020 |
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): November 2, 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) (Commi |
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| November 4, 2020 |
Exhibit 99.2 RRD Completes Sale of International Mail and Parcel Logistics Business 11/03/2020 CHICAGO-(BUSINESS WIRE)-R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”), a leading global provider of marketing and business communications, today announced that it has closed on the previously announced sale of its International Mail and Parcel Logistics (“International Logistics”) bu |
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| November 4, 2020 |
Exhibit 99.3 R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On November 2, 2020, R.R. Donnelley & Sons, Inc. (“R.R. Donnelley” the "Company", “we”, “us”, and “our”), completed the previously announced sale of the assets of DLS Worldwide for $225.0 million cash, subject to a customary working capital adjustment and an escrow of |
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| October 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-4694 R.R. DONNELLEY & SONS COMPANY (Exact name of registran |
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| October 27, 2020 |
Exhibit 99.1 RRD REPORTS THIRD QUARTER 2020 RESULTS NET SALES IMPROVED SEQUENTIALLY FROM SECOND QUARTER AND EXCEEDED MID-POINT OF PREVIOUS EXPECTED RANGE BY MORE THAN $100 MILLION OPERATING CASH FLOW IN THE QUARTER INCREASED $40 MILLION VERSUS PRIOR YEAR, YEAR-TO-DATE UP $113 MILLION; THIRD CONSECUTIVE QUARTER OF IMPROVEMENT TOTAL LIQUIDITY IMPROVED TO $543 MILLION, UP $83 MILLION FROM PRIOR QUART |
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| October 27, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): October 27, 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) (Commi |
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| September 15, 2020 |
EX-99.1 Exhibit 99.1 RRD Enters into Definitive Agreement to Sell its DLS Worldwide Logistics business to TFI International for $225 Million Cash September 15, 2020 CHICAGO—(BUSINESS WIRE)—R.R. Donnelley & Sons Company (NYSE:RRD) (“RRD” or the “Company”), a leading global provider of marketing and business communications, today announced that it has signed a definitive agreement to sell its DLS Wo |
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| September 15, 2020 |
EX-2.1 Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT by and between R. R. Donnelley & Sons Company, RR Donnelley Logistics Services Worldwide, Inc., TForce Worldwide, Inc., and, solely for the purposes of Section 11.18, TForce Holdings USA, Inc. Dated as of September 14, 2020 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE PURCHASED ASSETS 1 Section 1.1 Purchased Assets and Excl |
