R.R. Donnelley & Sons Company (“RRD” or the “Company”) today announced the pricing of an offering of $285 million aggregate principal amount of 9.750% junior lien secured notes due 2028 (the “Notes”) at a price of 95.28089% of the principal amount of the Notes (the “Offering”). The Offering is expected to close on July 27, 2023, subject to customary closing conditions.

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 existing term loan B credit facility (as amended, the “Term Loan Credit Agreement”) and its amended and restated senior secured asset-based revolving credit facility (as amended, the “ABL Credit Agreement”). The collateral for the Notes (i) will secure the Notes on a junior lien basis to the collateral securing the Term Loan Credit Agreement and ABL Credit Agreement and (ii) is expected to secure the Notes on a pari passu basis to approximately $38 million principal amount of the Company’s other existing indebtedness.

The Company intends to use the net proceeds from the Offering to (i) redeem in full and satisfy and discharge its 6.125% senior secured notes due 2026 including premiums and accrued and unpaid interest thereon, (ii) repay a portion of the Term Loan Credit Agreement, (iii) make a dividend to its indirect parent, RRD Parent, Inc., to permit such parent to use the proceeds of such dividend to redeem a portion of its outstanding 10.00% senior notes due 2031, and (iv) pay fees and expenses in connection with the Offering.

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.

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 22,000 clients, including 93% of the Fortune 100, and 32,000 employees across 28 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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