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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