R.R. Donnelley & Sons Company (“RRD” or the “Company”) announced that its indirect parent, RRD Intermediate Holdings, Inc. (“RRD Intermediate Holdings”), intends to offer $300 million in aggregate principal amount of Senior PIK Toggle Notes due 2030 (the “Notes”), subject to market conditions. Proceeds from the offering will be used for general corporate purposes, which may include:
- Supporting future acquisitions by RRD,
- Investing in RRD growth initiatives,
- Repaying RRD indebtedness,
- Repurchasing or redeeming up to $100 million of the 10.00% Senior Notes due 2031 (“Parent PIK Notes”) issued by RRD Parent, Inc. (“RRD Parent”), and
- Covering fees and expenses related to the offering.
The Notes will be senior unsecured obligations of RRD Intermediate Holdings, ranking equally with its existing and future unsubordinated debt. They will rank above all subordinated debt of RRD Intermediate Holdings and RRD Parent, including the Parent PIK Notes. However, the Notes will be effectively subordinated to the existing and future debt of RRD Intermediate Holdings’ subsidiaries and any secured debt to the extent of the value of the secured assets.
The Notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States under Regulation S. The Notes are not registered under the Securities Act and may not be sold in the U.S. without registration or an applicable exemption.
This announcement is not an offer to sell or a solicitation to buy the Notes, nor will there be any sale in jurisdictions where such actions would be unlawful prior to proper registration or qualification under applicable securities laws.