UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23 25, 2022

R. R. DONNELLEY & SONS COMPANY

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	1-4694	36-1004130
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)

35 West Wacker Drive Chicago, Illinois		60601
35 West Wacker Drive, Chicago, Illinois	60601
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (312) 326-8000

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.01 per share	RRD	New York Stock Exchange ~~LLC~~
Preferred Stock Purchase Rights		New York Stock Exchange ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

OnAs ~~February~~was previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2317, ~~2022~~2021, by R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), ~~held~~the aCompany ~~special~~entered ~~meeting~~into ofan ~~stockholders~~Agreement ~~(the~~and ~~“Special~~Plan ~~Meeting”)~~of toMerger, ~~vote~~dated onas ~~the~~of ~~proposals~~December 14, ~~described~~2021 in (the ~~Company’s~~“Merger ~~definitive~~Agreement”), ~~proxy~~with ~~statement~~Chatham ~~dated~~Delta ~~and~~Parent, ~~filed with the U~~Inc.S., ~~Securities~~a ~~and~~Delaware ~~Exchange~~corporation ~~Commission~~ (~~the~~ “~~SEC~~Parent”) ~~on January 21~~, ~~2022~~ and ~~first~~Chatham ~~mailed~~Delta toAcquisition ~~the~~Sub, ~~Company’s~~Inc., ~~stockholders~~a onDelaware orcorporation ~~about~~and ~~the~~a ~~date~~direct, ~~thereof.~~wholly Aowned ~~total~~subsidiary of 75Parent (“Acquisition Sub”),~~212,238~~ ~~shares~~providing offor the ~~Company’s~~merger ~~common~~of ~~stock~~Acquisition ~~were~~Sub ~~issued~~with and ~~outstanding~~into ~~and~~the ~~entitled~~Company pursuant to ~~vote~~the asGeneral Corporation Law of the ~~close~~State of ~~business~~Delaware, onupon ~~January 18,~~the ~~2022,~~terms and subject to the ~~record~~conditions ~~date~~set ~~for~~forth in the ~~Special~~Merger ~~Meeting.~~Agreement ~~Approximately~~(the 54“Merger”),~~939,332~~ ~~shares~~with of the Company’s ~~common~~surviving ~~stock~~the ~~issued~~Merger ~~and~~as ~~outstanding~~a ~~were~~direct ~~present~~ or ~~represented~~indirect bywholly ~~proxy~~owned atsubsidiary ~~the~~of ~~Special~~Parent. ~~Meeting,~~Parent ~~representing~~and ~~approximately~~Acquisition ~~73.05%~~Sub ofare ~~those~~affiliates ~~shares~~of ~~entitled~~Chatham toAsset ~~vote~~Management, ~~which~~LLC ~~constituted a quorum~~(“CAM”).

AsThe ~~previously~~description ~~disclosed,~~of ~~on December 14, 2021,~~ the ~~Company~~Merger ~~entered into an~~ Agreement and ~~Plan~~related oftransactions ~~Merger~~(including, bywithout ~~and among Chatham Delta Parent~~limitation, ~~Inc.~~the ~~(“Parent”~~Merger), ~~Chatham~~in ~~Delta~~this ~~Acquisition~~Current ~~Sub,~~Report ~~Inc.,~~on aForm ~~direct,~~8-K ~~wholly~~does ~~owned~~not ~~subsidiary~~purport ofto ~~Parent~~be ~~(“Acquisition~~complete ~~Sub”),~~ and ~~the~~is ~~Company~~subject ~~(as~~to, itand ~~may~~qualified bein ~~amended~~its ~~from~~entirety ~~time~~by toreference ~~time~~to, the ~~“Merger~~full ~~Agreement”).~~text ~~The~~of the Merger Agreement ~~provides for~~, ~~among~~which ~~other~~is ~~things,~~attached ~~the~~as ~~merger~~Exhibit of2.1 ~~Acquisition~~to ~~Sub with and into~~ the Company’s ~~upon~~Current ~~the~~Report ~~terms~~on ~~and~~Form ~~subject~~8-K tofiled ~~the~~with ~~conditions of~~ the ~~Merger~~SEC ~~Agreement~~on ~~(the “Merger”)~~December 17, ~~with~~2021 ~~the~~and ~~Company~~incorporated ~~surviving~~herein ~~the~~by ~~Merger as a direct or indirect wholly owned subsidiary of Parent~~reference.

~~Each~~Item of2.01 ~~the~~Completion ~~proposals~~of ~~upon~~Acquisition ~~which~~or ~~the~~Disposition ~~Company’s stockholders voted at the Special Meeting, and the final, certified results reported by Broadridge Financial Services, the Company’s independent inspector~~ of ~~elections, are set forth below~~Assets.

1.The ~~Proposal~~information toset ~~adopt~~forth in the ~~Merger~~Introductory ~~Agreement~~Note and under Items 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

For		Against		Abstain		Broker Non-Votes
54,660,433		235,480		43,419		0

In accordance with the terms of the Merger Agreement, on February 25, 2022, at the effective time of the Merger (the “Effective Time”), Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger as a direct, wholly owned subsidiary of Parent. Immediately subsequent to the Effective Time, Parent caused Chatham Delta Intermediate, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Intermediate Holdings”), to own directly all of the equity interests of the Company, with the Company continuing as a direct, wholly owned subsidiary of Intermediate Holdings, and an indirect, wholly owned subsidiary of Parent.

~~This~~At ~~proposal~~the ~~was~~Effective ~~approved~~Time, each share of Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Company Common Stock (i) held by the Company’s (including shares held as treasury shares) or any of its subsidiaries or Parent, Acquisition Sub or any of their wholly owned subsidiaries (including the shares contributed to Parent by certain affiliates of CAM in accordance with the Capital Commitment Letter (as defined in the Merger Agreement) entered into in connection with the Merger Agreement), and (ii) held by stockholders atwho have properly exercised appraisal rights pursuant to Delaware law (clauses (i) and (ii), the ~~Special~~“Excluded ~~Meeting~~Shares”)) was cancelled and extinguished and automatically converted into the right to receive $10.85 per share in cash, without interest (the “Merger Consideration”).

2.In ~~Proposal to approve~~addition, onat ~~a non-binding, advisory basis,~~ the ~~compensation~~Effective ~~that~~Time: ~~will or may become payable by the Company to its named executive officers in connection with the Merger.~~

For		Against		Abstain		Broker Non-Votes
46,285,576		7,913,297		740,459		0

•

each Company stock option (a “Company Option”) that was outstanding immediately prior to the Effective Time was cancelled without any cash payment or other consideration made in respect thereof, as all outstanding Company Options had an exercise price per share of Company Common Stock that exceeded $10.85;

~~This~~• ~~proposal~~each Company time-based restricted stock unit (“Company RSU”) that was ~~approved~~outstanding immediately prior to the Effective Time automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock underlying such Company RSU multiplied by (ii) the Merger Consideration, provided that any Company’s ~~stockholders~~RSUs atgranted between the ~~Special~~date ~~Meeting.~~of the Merger Agreement and the Effective Time (the “Interim Period”) vested on a pro-rata basis based on the number of days in the award period preceding the closing of the Merger, and any such Company RSUs that did not so vest were forfeited for no consideration;

•

each Company time-based phantom restricted stock unit (“Company Phantom RSU”) award that was outstanding immediately prior to the Effective Time automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of Company Phantom RSUs underlying the award multiplied by (ii) the Merger Consideration, provided that any Company Phantom RSUs granted during the Interim Period vested on a pro-rated basis based on the number of days in the award period preceding the closing of the Merger, and any such Company Phantom RSUs that did not so vest were forfeited for no consideration;

•

each Company performance stock unit or phantom performance stock unit (“Company PSU”) that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Company Common Stock underlying such Company PSU attributable to the percentage of the Company PSUs that vested as of immediately prior to the Effective Time (with vesting determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance for any awards in respect of which the performance period was not expired as of the Effective Time and based on actual level of performance for any awards in respect of which the performance period was expired prior to the Effective Time, in each case, as determined in good faith consistent with past practice by the Board or a committee thereof) multiplied by (ii) the Merger Consideration, provided that any Company PSUs granted during the Interim Period vested on a pro-rated basis based on the number of days in the award period commencing on January 1, 2022 and continuing until the closing of the Merger (with vesting based on target-level performance), and any such Company PSUs that did not so vest were forfeited for no consideration; and

•

the Company assumed the obligation of Acquisition Sub to effect through a private exchange transaction with Parent, to occur promptly following the closing of the Merger, a note subordination of approximately $817.7 million in aggregate principal amount of the debt securities of the Company owned by funds managed by CAM.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the transactions described in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference into this Item 3.01, on February 25, 2022, the Company notified the New York Stock Exchange (“NYSE”) that the Merger was consummated. As a result, the Company expects the trading of Company Common Stock on the NYSE to be suspended no later than prior to the opening of trading on the NYSE on February 28, 2022. In addition, on February 25, 2022, the Company requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company Common Stock and the associated preferred stock purchase rights from NYSE and the deregistration of such of Company Common Stock and the associated preferred stock purchase rights under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Stock will no longer be listed on the NYSE.

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of the shares of Company Common Stock and associated preferred stock purchase rights under Section 12(g) of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of the holders of Company Common Stock (other than Excluded Shares) to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, on February 25, 2022, a change in control of the Company occurred, and the Company is now a direct, wholly owned subsidiary of Intermediate Holdings, and an indirect, wholly owned subsidiary of Parent.

The aggregate Merger Consideration was approximately $697.5 million, which was funded through a combination of cash, debt and equity contributions from affiliates of Parent and debt financing consisting of new incremental term loans arranged by Jefferies Finance LLC and a draw on the Company’s amended asset-based revolving credit facility, which amendment became effective at the Effective Time and was arranged by Wells Fargo Bank, National Association.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

In accordance with the Merger Agreement, effective as of, and immediately following, the Effective Time, all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company. Immediately following the Effective Time, Thomas J. Quinlan, III, Eugene A. Castagna, Edward P. Taibi, Jeffrey K. Dorsey, R. Elaine Lintecum, Evan Ratner and Roshan M. Karingada (collectively, the

“New Directors”) were appointed as the directors of the Company. At the time of filing this Current Report on Form 8-K, the committee(s) to which the New Directors will be named have not yet been determined.

Designation of President and Chief Executive Officer

The Company designated Thomas J. Quinlan, III, as President and Chief Executive Officer, effective as of February 25, 2022. In connection with Mr. Quinlan’s designation, effective February 25, 2022, Mr. Daniel L. Knotts ceased to serve as President and Chief Executive Officer of the Company.

Mr. Quinlan, 59, has extensive experience in executive roles at commercial print and marketing services companies. Mr. Quinlan has specialized expertise in rebranding traditional businesses and pivoting physical content into the digital space by leveraging digital marketing, data analytics, business intelligence, and data management solutions. As Chief Executive Officer of the Company from 2007 to 2016 and LSC Communications from 2016 to 2020, Mr. Quinlan has led companies through challenging business cycles by transforming, growing, and recapitalizing business-to-business manufacturing and services businesses. With deep financial expertise and experience serving as Chief Financial Officer of the Company from 2006 to 2007, Mr. Quinlan successfully generated cash flow and value for stakeholders through repositioning, share gains, and expanding capabilities. Mr. Quinlan has also overseen restructurings, over 50 acquisitions and integrations, spin-offs and divestitures, and capital markets strategies. Mr. Quinlan holds an M.B.A. in finance from St. John’s University and a B.S. in business administration from Pace University.

Mr. Quinlan was not selected as an officer pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Quinlan and the directors or executive officers of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Quinlan is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

On February 25, 2022, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Quinlan in connection with his appointment as President and Chief Executive Officer.

Mr. Quinlan’s Employment Agreement provides for an annual base salary of $950,000, and an annual target bonus of 100% of his annual base salary, subject to performance. Mr. Quinlan is also entitled to certain severance benefits, if his employment is terminated without cause or if he resigns with good reason, including 150% of his annual base salary and target bonus and up to 18 months of continued “COBRA” health coverage at the applicable active employee cost. The Employment Agreement also contains certain confidentiality, non-competition, non-solicitation and other customary restrictions for agreements of this type.

The foregoing summary of Mr. Quinlan’s Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which will be included as an exhibit to the Company’s quarterly report for the quarter ending March 31, 2022 and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which exhibits are incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On February 2325, 2022, ~~the Company issued~~ a press release announcing the ~~results~~closing of the ~~Special~~Merger ~~Meeting~~was issued. AThe ~~copy of the~~ press release is attached hereto as Exhibit 99.1 ~~to this Current Report on Form 8-K~~ and is incorporated ~~herein~~ by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated February 23, 2022
2.1		Agreement and Plan of Merger, dated as of December 14, 2021, by and among Chatham Delta Parent, Inc., Chatham Delta Acquisition Sub, Inc. and R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 2.1 to R. R. Donnelley & Sons Company’s Current Report on Form 8-K filed with the SEC on December 17, 2021)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
3.1		Amended and Restated Certificate of Incorporation of R. R. Donnelley & Sons Company
3.2		Amended and Restated Bylaws of R. R. Donnelley & Sons Company
99.1		Press Release dated February 25, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Use of Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed acquisition of the Company by affiliates of Chatham Asset Management, LLC (the “Transaction”). These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) impediments to the completion of the Transaction on anticipated terms and timing, including obtaining required stockholder and regulatory approvals and the satisfaction of other conditions to the completion of the Transaction; (ii) significant transaction costs associated with the Transaction; (iii) potential litigation relating to the Transaction, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) legislative, regulatory and economic developments affecting the Company’s business; (viii) general economic and market developments and conditions; (ix) the evolving legal, regulatory and tax regimes under which the Company operates; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) continued availability of capital and financing and rating agency actions; (xiii) the ability of affiliates of Chatham Asset Management, LLC to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay expense reimbursements to affiliates of Chatham Asset Management, LLC under the Merger Agreement; (xv) unpredictability and severity of catastrophic events, including acts of terrorism, outbreak of war or hostilities, civil unrest, adverse climate or weather events or the COVID-19 pandemic or other public health emergencies, as well as the Company’s response to any of the aforementioned factors; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to the Company’s business, including those detailed under the heading “Risk Factors” and elsewhere in the Company’s public filings with the SEC; and (xviii) the risks and uncertainties described in the proxy statement filed in connection with the Transaction (the “Proxy Statement”). These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement are, considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks,

any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity or ability to consummate the Transaction. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


R. R. DONNELLEY & SONS COMPANY

By:		/s/ Thomas J. Quinlan, III
		Thomas J. Quinlan, III
		Chief Executive Officer

Date: February 25, 2022

R. R. DONNELLEY & SONS COMPANY

Date: February 24, 2022

/s/ Deborah L. Steiner

Deborah L. Steiner

Executive Vice President, General Counsel

Filing Compare · RR Donnelley & Sons Co