RRD Announces Expiration of Its Consent Solicitations for Its 2027 Notes and 2029 Notes

Author's Avatar
Jan 28, 2022

R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced the expiration of its previously announced solicitation of waivers and consents (the “Consent Solicitations”) from holders of its 8.250% Notes due 2027 (the “2027 Notes”) and 8.500% Notes due 2029 (together with the 2027 Notes, the “Notes”) to waive certain provisions in and adopt certain proposed amendments to each of the indentures governing the Notes (the “Indentures”), including with respect to (i) declaring that the Merger (as defined below) does not constitute a Change of Control (as defined in each of the Indentures) under each of the Indentures and waiving any obligation of the Company to make a change of control offer in connection with the Merger, (ii) amending the defined term “Change of Control” in each of the Indentures to include a carve-out for certain “Permitted Holders,” (iii) adding to, amending, supplementing or changing certain other defined terms contained in each of the Indentures related to the foregoing; and (iv) amending the reporting covenant in each of the Indentures, collectively the “Proposed Amendments.”