UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
ABL Amendment
On April 16, 2021, R. R. Donnelley & Sons Company (the “Company”) and certain of its domestic subsidiaries (the “Guarantors”) entered into Amendment No. 2 to Credit Agreement (the “ABL Amendment”), with the lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “ABL Administrative Agent”), which further amended that certain Second Amended and Restated Credit Agreement, dated as of September 29, 2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of October 15, 2018, the “Existing ABL Credit Agreement” and, together with the ABL Amendment, the “Amended ABL Credit Agreement”), by and among the Company, as borrower, the Guarantors, as guarantors, the lenders party thereto and the ABL Administrative Agent.
The ABL Amendment amends the Existing ABL Credit Agreement to, among other things, (i) extend the maturity date of the asset-based revolving credit facility (the “ABL Facility”) to April 16, 2026, (ii) decrease the aggregate commitments under the ABL Facility from $800 million to $650 million and (iii) change various triggers, thresholds and payment conditions to account for the decrease in the aggregate commitments under the ABL Facility. After giving effect to the ABL Amendment, the applicable margin for base rate loans under the Amended ABL Credit Agreement will range from 0.25% to 0.75% and the applicable margin for Eurocurrency loans under the Amended ABL Credit Agreement will range from 1.25% to 1.75%.
Certain Relationships and Incorporation by Reference
Certain of the lenders, agents and arrangers to the ABL Amendment and the Amended ABL Credit Agreement, and their affiliates have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the Company and its subsidiaries. Such lenders, agents and arrangers have received, and may in the future receive, customary compensation from the Company and its subsidiaries for such services. Certain of the lenders, agents and arrangers to the ABL Amendment and the Amended ABL Credit Agreement, and their affiliates are acting as initial purchasers in connection with the Company’s issuance of $400 million of 6.125% senior secured notes due 2026.
The foregoing description of the ABL Amendment and related matters does not purport to be complete and is qualified in its entirety by reference to the full text of the ABL Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the ABL Amendment is incorporated by reference under this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
Item 8.01. Other Events.
On April 19, 2021, the Company issued a press release announcing that it has entered into the ABL Amendment. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |||
| 10.1 | Amendment No. 2 to Credit Agreement, dated as of April 16, 2021, among R. R. Donnelley and Sons Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. | |||
| 99.1 | Press Release issued by the Company on April 19, 2021. | |||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||
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/ Terry D. Peterson | |
| Terry D. Peterson | ||
| Executive Vice President and Chief Financial Officer | ||
Date: April 19, 2021