RRD Announces Pricing of Senior Secured Notes and Junior Lien Secured Notes Offering
31 Julio 2024 - 7:00AM
Business Wire
R.R. Donnelley & Sons Company (“RRD” or the “Company”)
priced an offering of $1,050.0 million aggregate principal amount
of 9.500% senior secured notes due 2029 (the “Senior Secured
Notes”) and of $475.0 million aggregate principal amount of 10.875%
junior lien secured notes due 2029 (the “Junior Lien Secured Notes”
and, together with the Senior Secured Notes, the “Notes”) (the
“Offering”). The Offering is expected to close on August 8, 2024,
subject to customary closing conditions. Concurrently with the
closing of the Offering, the Company intends to enter into a new
term loan credit agreement (the “New Term Loan Credit
Agreement”).
The Company intends to use the proceeds from the Offering and
the New Term Loan Credit Agreement, together with cash on hand
and/or borrowings under the ABL Credit Agreement (as defined
herein), to repay in full its 364-day Bridge Credit Agreement,
dated as of July 19, 2024 (the “Bridge Credit Agreement”), redeem
in full and satisfy and discharge its Existing Junior Secured Notes
(as defined below) including premiums and accrued and unpaid
interest thereon and pay fees and expenses in connection with the
Offering. The proceeds of the Bridge Credit Agreement were used to
repay the Company’s prior term loan credit agreement and to pay a
portion of the consideration to the Company’s previously announced
acquisition of Valassis Communications, Inc. and its
subsidiaries.
The Notes will be general secured obligations of the Company and
will be guaranteed by the Company’s domestic, wholly-owned
subsidiaries that guarantee the Company’s 8.250% senior notes due
2027 (the “2027 Notes”), 9.750% junior lien secured notes due 2028
(the “2028 Notes” and, together with the 2027 Notes, the “Existing
Junior Secured Notes”), the Senior Secured Credit Agreements (as
defined in the offering memorandum) and that will guarantee the
Company’s New Term Loan Credit Agreement. The collateral for the
Senior Secured Notes will secure the Senior Secured Notes (i) on a
pari passu basis with the collateral securing the New Term Loan
Credit Agreement, (ii) on a second-priority basis to the collateral
securing the amended and restated senior secured asset-based
revolving credit agreement (the “ABL Credit Agreement”) on a first
priority basis, on a pari passu basis with the New Term Loan Credit
Agreement and (iii) on a senior-priority basis to the collateral
securing the Junior Lien Secured Notes, such Junior Lien Secured
Notes being junior to the Senior Secured Notes. The collateral for
the Junior Lien Secured Notes will secure the Junior Lien Notes (i)
on a junior-priority basis to the Senior Secured Notes, the New
Term Loan Credit Agreement and the ABL Credit Agreement on the
collateral securing the Senior Secured Notes and the New Term Loan
Credit Agreement and (ii) on a junior-priority basis to the ABL
Credit Agreement, the Senior Secured Notes and the New Term Loan
Credit Agreement on the collateral securing the ABL Credit
Agreement.
The Notes and the related subsidiary guarantees were offered to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act. The Notes
and the related subsidiary guarantees have not been registered
under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements.
This news release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any state or jurisdiction in which such offer or
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This news release shall not constitute a notice of redemption of
the Existing Secured Notes.
About RRD
RRD is a leading global provider of marketing, packaging, print
and supply chain solutions that elevate engagement across the
complete customer journey. The company offers the industry’s most
trusted portfolio of creative execution and world-wide business
process consulting, with services designed to lower environmental
impact. With 18,000 clients, including 92% of the Fortune 100, and
over 30,000 employees across 26 countries, RRD brings the
expertise, execution, and scale designed to transform customer
touchpoints into meaningful moments of impact.
Use of forward-looking statements
This news release includes certain “forward-looking statements”
within the meaning of the federal securities laws. Words such as
“believes,” “anticipates,” “estimates,” “expects,” “intends,”
“aims,” “potential,” “will,” “would,” “could,” “considered,”
“likely,” “estimate” and variations of these words and similar
future or conditional expressions are intended to identify
forward-looking statements but are not the exclusive means of
identifying such statements. Readers are cautioned not to place
undue reliance on these forward-looking statements and such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. By their nature,
forward-looking statements speak only as of the date of this news
release and are based on current expectations and involve a number
of assumptions, risks, and uncertainties that could cause the
actual results to differ materially from those in the
forward-looking statements. Readers are strongly encouraged to read
the full cautionary statements contained in RRD’s reports in its
dataroom. RRD disclaims any obligation to update or revise any
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240731945355/en/
Investor Contact: Eric Hess, SVP Treasurer Telephone:
630-322-7111 E-mail: investor.info@rrd.com