The Firm represented the initial purchasers, led by J.P. Morgan Securities LLC, in connection with the Rule 144A/Regulation S offering (the “Offering”) by R. R. Donnelley & Sons Company (“RRD”) of $1,050 million aggregate principal amount of 9.500% Senior Secured Notes due 2029 and $475 million aggregate principal amount of 10.875% Junior Lien Secured Notes due 2029. The Firm also represented the joint lead arrangers, joint bookrunners, lenders and administrative agent in connection with RRD’s 364-day Bridge Credit Agreement (the “Bridge Credit Agreement”) and term loan credit facility (the “New Term Loan Credit Agreement”).
The proceeds from the Bridge Credit Agreement were used to repay RRD’s prior term loan credit agreement and to pay a portion of the consideration to RRD’s acquisition of Valassis Communications, Inc. and its subsidiaries (the “Acquisition”). RRD used the net proceeds from the Offering and the New Term Loan Credit Agreement, together with cash on hand and/or borrowings under RRD’s ABL credit agreement, to repay in full the Bridge Credit Agreement, redeem in full and satisfy and discharge RRD’s 8.250% Senior Notes due 2027 and 9.750% Junior Lien Secured Notes due 2028, including premiums and accrued and unpaid interest thereon, and pay fees and expenses in connection with the Offering and the New Term Loan Credit Agreement.
RRD is a leading global provider of marketing, packaging, print and supply chain solutions that elevate engagement across the complete customer journey. RRD offers the industry’s most trusted portfolio of creative execution and world-wide business process consulting, with services designed to lower environmental impact.
The Simpson Thacher team included John C. Ericson, Dave Azarkh, Art Robinson, Evan Zuckerman, Nate Yang, Daniel Sifredo and Minaal Wickremesinghe (Capital Markets); Alexandra Kaplan, Nick Baker, Matt Farrell, Mike Ratay, Avi Tennenberg, Zach Weiner, Aaron Gurley, Francisca Johanek and Patrick Murphy (Credit); Jon Pall (Collateral); Michael Mann (Tax); Ron Ben-Yehuda, Courtney Welshimer, Bobbie Burrows, Paige Brinton and Chandler Gerard-Reimer (Intellectual Property); Tim Gallagher (Real Estate); and Andrew Pagliughi (FINRA and Blue Sky).