United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.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): March 13, 2012
R.R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-4694 | 36-1004130 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 111 South Wacker Drive Chicago, Illinois |
60606 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (312) 326-8000
Not Applicable
(Former name or former address, if changed since last 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:
| ¨ | 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)) |
Item 8.01 Other Events.
On February 28, 2012, R.R. Donnelley & Sons Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto, with respect to the issuance and sale of $450,000,000 aggregate principal amount of its 8.25% Notes due 2019 (the “Notes”). The Notes were registered by the Company under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-162931) (the “Registration Statement”).
The offering of the Notes closed on March 13, 2012. The Notes were issued pursuant to an Indenture, dated as of January 3, 2007, as supplemented by the Sixth Supplemental Indenture, dated as of March 13, 2012 (the “Sixth Supplemental Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee. The Underwriting Agreement and the Sixth Supplemental Indenture are filed as exhibits to this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement and any amendments thereto.
Item 9.01 Financial Statements and Exhibits
Exhibits are filed herewith in connection with the issuance of the Notes by the Company on March 13, 2012, pursuant to the Registration Statement.
(d) Exhibits.
| Exhibit 1.1 | Underwriting Agreement dated February 28, 2012, between R.R. Donnelley & Sons Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto | |
| Exhibit 4.1 | Sixth Supplemental Indenture, dated as of March 13, 2012, between R.R. Donnelley & Sons Company and Wells Fargo Bank, National Association, as Trustee | |
| Exhibit 5.1 | Opinion of Sullivan & Cromwell LLP as to the validity of the Notes | |
| Exhibit 23.1 | Consent of Sullivan & Cromwell LLP (contained in Exhibit 5.1 hereto) | |
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 | ||||||||
| Date: March 13, 2012 | By: | /s/ SUZANNE S. BETTMAN | ||||||
| Suzanne S. Bettman | ||||||||
| Executive Vice President and General Counsel | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| Exhibit 1.1 | Underwriting Agreement dated February 28, 2012, between R.R. Donnelley & Sons Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto | |
| Exhibit 4.1 | Sixth Supplemental Indenture, dated as of March 13, 2012, between R.R. Donnelley & Sons Company and Wells Fargo Bank, National Association, as Trustee | |
| Exhibit 5.1 | Opinion of Sullivan & Cromwell LLP as to the validity of the Notes | |
| Exhibit 23.1 | Consent of Sullivan & Cromwell LLP (contained in Exhibit 5.1 hereto) | |