Chatham Asset Management proposes to acquire RR Donnelley for $ 10.25 per share in cash | Business


CHATHAM, NJ – (BUSINESS WIRE) – November 29, 2021–

Chatham Asset Management, LLC (“Chatham”), a private investment company which manages funds which effectively own approximately 14.9% of the outstanding common shares of RR Donnelley & Sons Company (“RRD” or the “Company”) (NYSE: RRD), which is the Company’s largest bondholder, responded today to a press release issued by RRD regarding the expiration of its go-shop period and the receipt of an offer of a strategic party to acquire RRD at a price equal to $ 10.00 per share in cash.

In a letter sent to the Board of Directors of the Company (the “Board”), Chatham submitted a binding and fully funded offer to acquire all of the common shares of RRD not already held by Chatham for $ 10.25 per cash action. To avoid paying higher termination fees to affiliates of Atlas Holdings LLC (“Atlas”) in connection with RRD’s merger agreement with Atlas, which RRD accepted despite the existence of the previous offer Chatham to acquire the Company, Chatham reserves the right to modify its offer if the Company does not declare the Chatham offer as a “Superior Proposal” by 5:00 PM ET on Wednesday, December 1, 2021.

Chatham also disclosed that it owns approximately 56.7% of RRD’s outstanding notes, including over 50% of the company’s 6.125% senior secured notes due November 2026. In addition, Chatham maintains positions of control over the Company’s 8.25% and 8.50% senior unsecured notes due July 2027 and April 2029, respectively.

The full text of Chatham’s letter to the RRD Board of Directors is as follows:

November 29, 2021

Board of directors

Company RR Donnelley & Fils

35 Wacker Drive West

Chicago, Illinois 60601

Ladies and gentlemen:

In response to the press release issued this morning by RR Donnelley & Sons Company (“RRD” or the “Company”) that the Company has received an offer from a strategic party to acquire RRD at a price equal to $ 10.00 per action as part of its “go-shop” process, Chatham Asset Management, LLC (together with its affiliates, “we” or “Chatham”), the largest shareholder and creditor of the Company, hereby submits an offer revised and fully funded in cash to acquire all common shares of RRD not already held by Chatham at a price equal to $ 10.25 per share.

Our revised offer is supported by a Debt Commitment Letter led by Jefferies Finance LLC in the aggregate amount of up to $ 1.675 billion, a Capital Commitment Letter from Chatham in the amount of up to $ 350 million, a rollover of all RRD common shares beneficially owned by Chatham, valued at approximately $ 112 million based on our proposed purchase price of $ 10.25 per share, and share ownership and / or the subordination in PIK instruments of up to $ 787.3 million of the total principal amount of RRD outstanding notes that Chatham holds – representing approximately 56.7% of RRD outstanding notes, including more than 50% of the Company’s 6.125% Senior Secured Notes due November 2026. Assuming that all of the Company’s $ 787.3 million outstanding notes are capitalized or subordinated by Chatham, the Company will reduce so n annual interest charges of approximately $ 60.4 million.

As previously proposed, our offer also includes our agreement to pay the $ 20 million termination fee and expense reimbursement to Atlas Holdings LLC (together with its affiliates, “Atlas”) in connection with the termination of the agreement. merger with Atlas and the conclusion of a definitive merger agreement with us.

We recognize that the Company has declared us an “Excluded Party” under the terms of the merger agreement with Atlas and may negotiate with us until December 9, 2021. However, we urge the Company to act more quickly with us to avoid payment one of the higher cancellation fees to Atlas after that date. To this end, we reserve the right to modify this offer if the Company does not notify us of a “Superior Proposal” under the Atlas Merger Agreement by 5:00 PM ET on Wednesday, December 1, 2021.

In the spirit of transforming the transaction documents into their final form, we will send out revised drafts of our Merger Agreement, Capital Commitment Letter, Debt Commitment Letter and Non- disclosure which we believe resolves all remaining issues raised by the Company’s board to date.

All other proposed terms set out in our letter dated November 16, 2021, unless expressly revised and updated herein, remain applicable to this offer.

We look forward to your prompt response.

Truly,

/ s / Anthony Melchiorre

Antoine Melchiorre

Managing member

View source version on businesswire.com:https://www.businesswire.com/news/home/20211129005757/en/

CONTACT: Media

Jonathan Gasthalter / Sam Fisher

Gasthalter & Cie.

(212) 257-4170

KEYWORD: NEW JERSEY UNITED STATES NORTH AMERICA

INDUSTRY KEYWORD: FINANCING OF PROFESSIONAL SERVICES

SOURCE: Chatham Asset Management, LLC

Copyright Business Wire 2021.

PUB: 11/29/2021 5:20 PM / DISC: 11/29/2021 5:21 PM

http://www.businesswire.com/news/home/20211129005757/en

Copyright Business Wire 2021.


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