R.R. Donnelley & Sons Company (“RRD” or the “Company”) today announced the pricing of an offering by its indirect parent, RRD Intermediate Holdings, Inc. (“RRD Intermediate Holdings”), of $360.0 million aggregate principal amount of 12.00% / 11.00% Senior PIK Toggle Notes due 2030 (the “Notes”) (the “Offering”). RRD Intermediate Holdings, at its sole discretion, may elect to pay (i) interest on the outstanding principal amount of the Notes entirely in cash or (ii) all or a portion of the interest on the outstanding principal amount of the Notes by increasing the principal amount of the outstanding Notes or by issuing additional notes. The Offering is expected to close on November 27, 2024, subject to customary closing conditions. RRD Intermediate Holdings intends to use the proceeds from the Offering for general corporate purposes, including (i) future acquisitions by RRD, (ii) investment in RRD growth initiatives, (iii) the repayment of indebtedness of RRD, (iv) the repayment, repurchase or redemption of a portion of the 10.00% Senior Notes due 2031 (the “Parent PIK Notes”) issued by RRD Parent, Inc. (“RRD Parent”), RRD Intermediate Holdings' direct parent, and owned or beneficially owned by certain funds managed by Chatham Asset Management, LLC (in an amount not to exceed approximately one-third of the net proceeds from the Offering), and (v) to pay fees and expenses in connection with the Offering.

The Notes will be RRD Intermediate Holdings’ senior unsecured obligations and will rank pari passu in right of payment with its existing and future unsubordinated indebtedness, will be senior in right of payment to all current and future subordinated indebtedness of RRD Intermediate Holdings and RRD Parent, including the Parent PIK Notes, will be effectively subordinated to all existing and future indebtedness of RRD Intermediate Holdings’ subsidiaries, including RRD Intermediate, Inc. and RRD, and will be effectively subordinated to all of the RRD Intermediate Holdings’ existing and future secured indebtedness to the extent of the value of such assets securing such indebtedness.

The Notes will be 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 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 the Notes, 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 more than 18,000 clients, including 92% of the Fortune 100, and 31,000 employees across 26 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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