Sec Form 13D Filing - Chatham Asset Management LLC filing for RR Donnelley & Sons Co (RRD) - 2021-12-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

R. R. Donnelley & Sons Company

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

257867200

(CUSIP Number)

James Ruggerio

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Telephone Number (973) 701-2431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒ .

CUSIP No. 257867200

CUSIP No. 257867200

CUSIP No. 257867200

Explanatory Note

This Amendment No. 7 (“Amendment No. 7”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of R. R. Donnelley & Sons Company (the “Issuer”). This Amendment No. 7 is being filed jointly by (i) Chatham Asset Management, LLC (“CAM”), a Delaware limited liability company and the investment manager to (a) Chatham Asset High Yield Master Fund, Ltd. (“Chatham Master Fund”), a Cayman Islands exempted company, and (b) other affilia ted funds (collectively with Chatham Master Fund, the “Chatham Funds”); (ii) Chatham Master Fund; and (iii) Anthony Melchiorre, a United States Citizen. CAM, Chatham Master Fund, and Mr. Melchiorre are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.” This Amendment No. 7 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2021, as amended (the “Prior Schedule 13D”). The Prior Schedule 13D, as amended and supplemented by this Amendment No. 7 is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented to add the following:

On December 14, 2021, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Chatham Delta Parent, Inc., a Delaware corporation and affiliate of the Reporting Persons (“Parent”), Chatham Delta Acquisition Sub, Inc., a Delaware corporation, affiliate of the Reporting Persons and wholly owned Subsidiary of Parent (“Acquisition Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving such Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any Excluded Shares (as defined in the Merger Agreement) and Dissenting Shares (as defined in the Merger Agreement)), will be converted into the right to receive $10.85 per share of Common Stock in cash, without interest. Consummation of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including obtaining the requisite approval of the Issuer’s shareholders. On December 14, 2021, the Issuer issued a press release announcing the entry into the Merger Agreement.

Concurrently with the execution of the Merger Agreement, Reporting Persons caused Parent to enter into a debt commitment letter (the “Debt Commitment Letter”) with Jefferies Finance LLC and Wells Fargo Bank, National Association. Under the Debt Commitment Letter, Jefferies Finance LLC and Wells Fargo Bank, National Association have committed to make certain financing arrangements available to Parent in amounts of up to $1,125.0 million and up to $550.0 million, respectively. The proceeds of the financing arrangements to be incurred pursuant to the Debt Commitment Letter are expected to be used to partially finance, amongst others, the consideration payable for the Merger and repayment of certain other existing debt facilities and outstanding notes of the Issuer, as more fully described in the Debt Commitment Letter.

Concurrently with the execution of the Merger Agreement, the Reporting Persons and Parent entered into a capital commitment letter (the “Capital Commitment Letter”). Under the Capital Commitment Letter, the Reporting Persons and their affiliates committed to, immediately prior to the closing of the proposed transactions contemplated by the Merger Agreement, contribute up to $400.0 million of additional capital, rolling over all shares of Common Stock of the Issuer beneficially owned by the Reporting Persons and their affiliates, and equitizing and/or subordinating into PIK instruments up to $796.0 million of the aggregate principal amount of the Issuer’s outstanding notes currently owned by the Reporting Persons and their affiliates, in each case as more fully described in the Capital Commitment Letter.

Concurrently with the execution of the Merger Agreement, the Issuer, the Reporting Persons, and Parent entered into a voting agreement (the “Voting Agreement”). Under the Voting Agreement, the Reporting Persons and their affiliates agreed to vote or, as applicable, cause or direct to be voted, all of the Common Stock of the Issuer held by Reporting Persons and their affiliates in favor of the Merger and the transactions contemplated by the Merger Agreement, as more fully described in the Voting Agreement.

Concurrently with the execution of the Merger Agreement, the Reporting Persons and Issuer executed and caused to be filed a stipulation staying the action pending before the Delaware Court of Chancery captioned Chatham Asset Management, LLC v. Pope, et al., C.A. No. 2021-0976-KSJM (Del. Ch.).

If the Merger is completed, the Issuer’s Common Stock will be delisted from the New York Stock Exchange, and the Issuer’s obligation to file periodic reports under the Exchange Act on account of the Common Stock will be terminated. In addition, the consummation of the Merger will result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the Merger), and a change in the Issuer’s charter and bylaws, in each case as more fully described in the Merger Agreement.

The foregoing descriptions of the Merger Agreement, the Debt Commitment Letter, the Capital Commitment Letter, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which are attached hereto as Exhibit 15, Exhibit 16, Exhibit 17, and Exhibit 18, and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

In addition to the reported shares of Common Stock, as of the most recent date of this Schedule 13D, CAM and the Chatham Funds collectively own $157,000 aggregate principal amount of the Issuer’s 6.500% Senior Notes due November 15, 2023 (the “2023 Notes”), $11,560,000 aggregate principal amount of the Issuer’s 6.000% notes due April 1, 2024 (the “2024 Notes”), $233,785,000 aggregate principal amount of the Issuer’s 6.125% Senior Notes due November 1, 2026 (the “2026 Notes”), $187,193,000 aggregate principal amount of the Issuer’s 8.250% Senior Notes due July 1, 2027 (the “2027 Notes”), $26,470,000 aggregate principal amount of the Issuer’s 6.625% Debentures due April 15, 2029 (the “2029 Debentures”), $316,691,000 aggregate principal amount of the Issuer’s 8.500% Senior Notes due April 15, 2029 (the “2029 Notes”) and $20,172,000 aggregate principal amount of the Issuer’s 8.820% Debentures due April 15, 2031 (the “2031 Debentures”). In addition, the Chatham Funds are currently party to certain credit default swap arrangements, as seller counterparties, pursuant to which the buyer counterparty is obligated to make a periodic stream of payments over the term of the contract in return for a contingent payment from the seller counterparty upon the occurrence of a credit event with respect to referenced debt securities of the Issuer.

The disclosure set forth under Item 4 of this Schedule 13D is incorporated herein by reference. Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and their affiliates and any other person, with respect to the Common Stock of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented to add the following:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (see 18 U.S.C. 1001).