Continues as a Leading Global Provider of
Integrated Multichannel Marketing and Business Communications
R.R. Donnelley & Sons Company (“RR Donnelley” or “the
Company”) (NYSE:RRD) today announced the completion of its
previously announced tax-free spin-offs of its publishing and
retail-centric print services and office products business, LSC
Communications, Inc. (“LSC”) (NYSE:LKSD), and its financial
communications and data service business, Donnelley Financial
Solutions, Inc. (“Donnelley Financial”) (NYSE:DFIN). RR Donnelley
will continue to be listed on the New York Stock Exchange under the
ticker symbol “RRD,” as announced on August 9, 2016.
“The completion of these spin-offs is a significant milestone
for RR Donnelley,” said Thomas J. Quinlan III, formerly the
President and CEO of RR Donnelley, who will now serve as LSC’s
Chairman and Chief Executive Officer. “With this transaction, we
have created three focused companies, which we believe are
positioned to pursue their own growth strategies with tailored
capital structures to better finance each business’s strategic
plan.”
Daniel Knotts, RR Donnelley’s new Chief Executive Officer, said,
“As a leading global provider of multichannel marketing and
business communications solutions, RR Donnelley helps companies of
all sizes effectively create, manage and execute their multichannel
communication strategies. RR Donnelley has a rich history of
innovation, service and integrity, and with our talented workforce
and extensive capabilities, including content management, digital
and print production, supply chain management, business process
outsourcing and logistics services, we believe we are well
positioned to provide innovative and cost-effective solutions that
drive customer success.”
With the spin-offs complete, RR Donnelley is now an
approximately $7 billion global multichannel marketing and business
communications solutions provider with 42,000 employees across 28
countries. The Company will operate in three segments: Variable
Print, Strategic Services and International. RR Donnelley will
provide local service and responsiveness through strategically
located operations, while leveraging the economic, geographic and
technological advantages of a global organization. The Company will
continue to serve its more than 52,000 customers in virtually every
private and public sector by providing integrated and
cost-effective solutions that span the full breadth of the
communications life-cycle and enable customers to engage audiences,
build brand awareness, reduce costs and drive revenues.
RR Donnelley has an experienced and proven management team,
composed of executives with deep expertise in global business
leadership, sales, operations, finance, customer service and
technology. The team includes:
- Daniel Knotts, Chief Executive
Officer
- Terry Peterson, Chief Financial
Officer
- Thomas Carroll, Chief Administrative
Officer
- John Pecaric, Chief Commercial Officer,
President International
- Deborah Steiner, EVP, General
Counsel
- Jeffrey Gorski, Controller and Chief
Accounting Officer
- Chuck Fattore, President,
Logistics
- Ken O'Brien, Chief Information
Officer
- Glynn Perry, EVP Domestic
Operations
As previously announced, RR Donnelley received cash
distributions from each of LSC and Donnelley Financial in
connection with the spin-offs that are being used to reduce RR
Donnelley’s debt. The Company retained 19.25% ownership of LSC and
Donnelley Financial to enable further deleveraging.
In connection with the closing of the spin-off transactions and
as announced on September 14, 2016, RR Donnelley distributed 80.75%
of Donnelley Financial and LSC, respectively. Each RR Donnelley
shareholder of record as of the close of business on September 23,
2016, the record date for the distribution, received on the
distribution date one share of LSC common stock and one share of
Donnelley Financial common stock for every eight shares of RR
Donnelley common stock held as of the record date. No fractional
shares will be issued in the distribution. RR Donnelley
shareholders will receive cash in lieu of fractional shares.
The 1 for 3 reverse stock split for RR Donnelley, which was
previously approved by RR Donnelley’s Board of Directors and
shareholders, became effective immediately following the
distributions on October 1, 2016. No fractional shares of RR
Donnelley common stock will be issued to RR Donnelley shareholders
in connection with the reverse stock split. RR Donnelley
shareholders will receive cash in lieu of fractional shares.
No action is required by RR Donnelley shareholders to receive
their LSC or Donnelley Financial common shares. RR Donnelley
shareholders who hold RR Donnelley common shares as of the record
date will receive a book-entry account statement reflecting their
ownership of LSC and Donnelley Financial common shares or their
brokerage account will be credited for the shares.
With the transaction complete, RR Donnelley expects to pay a
regular dividend in line with industry practices after considering
the dividend levels of its peer group and overall conditions within
the equity markets. The payment of future dividends will depend on
many factors, including the Company's financial condition, legal
requirements and other factors that the Board of Directors deems
relevant, including a maximum annual payment of $60 million in
accordance with the terms of its credit agreement. The timing,
declaration, amount and payment of any future dividends by
Donnelley Financial or LSC to its shareholders will fall within the
discretion of each company’s Board of Directors.
Centerview Partners LLC and BofA Merrill Lynch are serving as
financial advisors to RR Donnelley. Sullivan & Cromwell LLP is
serving as legal advisor.
About RR Donnelley
RR Donnelley is a leading global provider of integrated
multichannel marketing and business communications solutions. With
more than 52,000 customers and 42,000 employees across 28
countries, RR Donnelley offers a comprehensive portfolio of
capabilities, experience and scale that enables organizations
around the world to effectively create, manage, deliver and
optimize their multichannel communications strategies. RR
Donnelley's innovative technologies enhance digital and print
communications to deliver integrated messages across multiple media
to highly targeted audiences at optimal times for clients in
virtually every private and public sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the Company's website at
www.rrdonnelley.com.
Use of Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and in the U.S. Private Securities Litigation
Reform Act of 1995. Readers are cautioned not to place undue
reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
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 such forward-looking statements.
Readers are strongly encouraged to read the full cautionary
statements contained in RR Donnelley's filings with the SEC. RR
Donnelley disclaims any obligation to update or revise any
forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20161003005455/en/
Investors:R.R. Donnelley & Sons CompanyBrian Feeney,
630-322-6908Senior Vice President, FinanceBrian.Feeney@rrd.com
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