RRD Announces Offering of Senior Secured Notes
R.R. Donnelley & Sons Company (“RRD” or the “Company”) announced its intention to offer $1,500.0 million aggregate principal amount of senior secured notes due 2029 (the “Notes”), subject to market conditions (the “Offering”). 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, to be dated on or about July 19, 2024 (the “Bridge Credit Agreement”), redeem in full and satisfy and discharge its Existing Secured Notes (as defined below) including premiums and accrued and unpaid interest thereon and pay fees and expenses in connection with the Offering. Prior to the closing of the Offering, proceeds of the Bridge Credit Agreement will be used to repay the Company’s existing term loan credit agreement (the “Existing Term Loan Credit Agreement”) and 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 senior 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 Secured Notes”), the Existing Term Loan Credit Agreement and amended and restated senior secured asset-based revolving credit facility (the “ABL Credit Agreement”) and that will guarantee the Company’s New Term Loan Credit Agreement. The collateral for the Notes will secure the Notes (i) on a pari passu basis with the collateral securing the New Term Loan Credit Agreement and (ii) on a second-priority basis to the collateral securing the ABL Credit Agreement on a first priority basis, on a pari passu basis with the New Term Loan Credit Agreement.
The Notes and the related subsidiary guarantees will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary 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.
The preceding press release was provided by a company unaffiliated with Printing Impressions. The views expressed within do not directly reflect the thoughts or opinions of the staff of Printing Impressions.
