RRD Announces Offering of Senior Secured Notes
2024年7月17日 - 8:46PM
ビジネスワイヤ(英語)
R.R. Donnelley & Sons Company (“RRD” or the “Company”) today
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.
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
28,000 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/20240717040590/en/
Investor Contact: Eric Hess, SVP Treasurer Telephone:
630-322-7111 E-mail: investor.info@rrd.com