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.
