R.R. Donnelley begins consent solicitations for Chatham buyout

Chicago, Jan. 20 – R.R. Donnelley & Sons Co. commenced consent solicitations for its outstanding debt securities to help pave the way for the upcoming buyout of the company by Chatham Asset Management LLC, according to a press release.

The consent solicitations cover the following debt securities, including unsecured notes, senior secured notes and debentures:

• $74.97 million outstanding 6½% notes due 2023 (Cusip: 257867BA8);

• $61,738,000 outstanding 6% notes due 2024 (Cusip: 257867BB6);

• $450 million outstanding 6 1/8% senior secured notes due 2026 (Cusips: 257867BF7, U25783AF5);

• $244,949,000 outstanding 8¼% notes due 2027 (Cusip: 257867BE0);

• $318,186,000 outstanding 8½% notes due 2029 (Cusips: 257867BC4, U25783AE8);

• $103,658,000 outstanding 6 5/8% debentures due 2029 (Cusip: 257867AG6); and

• $54,496,000 outstanding 8.82% debentures due 2031 (Cusip: 257867AF8).

Of the debt securities listed, Chatham Delta Parent, Inc. owns more than half of the senior secured notes due 2026, the notes due 2027 and the notes due 2029 (the third, fourth and fifth securities listed above). Chatham plans to consent to the changes, providing the required consents for the proposed modifications.

Solicitations

Donnelley is soliciting consents for the 2026 notes and the unsecured notes to avoid a change-of-control offer. If the solicitation is successful, there will be no change-of-control offer and in the indentures the definition of “change of control” would be amended to include a carve-out for certain permitted holders.

Additionally, the 2026 notes indentures would be modified to expressly permit the merger and the other transactions contemplated by the merger agreement, reduce the period during which an event of default may be declared in some circumstances in connection with the merger transactions to one year from two years and modify the company’s obligations with respect to conducting quarterly conference calls.

Also, for the unsecured notes and the debentures, the indentures would be amended to align the reporting covenant with the 2026 notes indenture except there would be no obligation to conduct quarterly conference calls.

Details

For all of the securities not majority-owned by Chatham, a consent consideration will be paid to consenting holders of $1.25 per $1,000 principal amount.

No consent fee will be paid for the three securities as Chatham owns more than 50% of them.

The consent consideration will be paid promptly after all conditions have been satisfied or waived, including the consummation of the merger.

The merger is currently expected to close during the first quarter of 2022.

The effectiveness of the proposed amendments is not a condition for the merger, but the merger is a condition for the effectiveness of the supplemental indentures.

The expiration time for the 2027 notes and the 2029 notes (not the 2029 debentures) will be 5 p.m. ET on Jan. 27.

For all of the other securities, the expiration time is 5 p.m. ET on Feb. 1.

The record time is 5 p.m. ET on Jan. 18.

Jefferies LLC is the solicitation agent (212 284-3426).

Ipreo LLC is the information agent and tabulation agent (888 493-9546, 212 849-3880, ipreo-consentSolicitation@ihsmarkit.com).

R.R. Donnelley is a Chicago-based provider of multichannel business communications services and marketing solutions.

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