R. R. Donnelley & Sons Company announced its intention to offer $1,500.0 million aggregate principal amount of senior secured notes due 2029 (the ?Notes?), subject to market conditions (the ?Offering?). Concurrently with the closing of the Offering, the Company intends to enter into a new term loan credit agreement (the ?New Term Loan Credit Agreement?). The Company intends to use the proceeds from the Offering and the New Term Loan Credit Agreement, together with cash on hand and/or borrowings under the ABL Credit Agreement, to repay in full its 364-day Bridge Credit Agreement, to be dated on or about July 19, 2024 (the ?Bridge Credit Agreement?), redeem in full and satisfy and discharge its Existing Secured Notes including premiums and accrued and unpaid interest thereon and pay fees and expenses in connection with the Offering.

Prior to the closing of the Offering, proceeds of the Bridge Credit Agreement will be used to repay the Company?s existing term loan credit agreement (the ?Existing Term Loan Credit Agreement?) and pay a portion of the consideration to the Company?s previously announced acquisition of Valassis Communications Inc. and its subsidiaries. The Notes will be general senior secured obligations of the Company and will be guaranteed by the Company?s domestic, wholly-owned subsidiaries that guarantee the Company?s 8.250% senior notes due 2027 (the ?2027 Notes?), 9.750% junior lien secured notes due 2028 (the ?2028 Notes? and, together with the 2027 Notes, the ?Existing Secured Notes?), the Existing Term Loan Credit Agreement and amended and restated senior secured asset-based revolving credit facility (the ?ABL Credit Agreement?) and that will guarantee the Company?s New Term Loan Credit Agreement.

The collateral for the Notes will secure the Notes on a pari passu basis with the collateral securing the New Term Loan Credit Agreement and on a second-priority basis to the collateral securing the ABL Credit Agreement on a first priority basis, on a pari passu basis with the New Term Loan Credit Agreement.