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RRD > SEC Filings for RRD > Form 8-K on 14-Mar-2013All Recent SEC Filings

Show all filings for RR DONNELLEY & SONS CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RR DONNELLEY & SONS CO


14-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On February 28, 2013, 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, Mitsubishi UFJ Securities (USA), Inc. 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 7.875% Notes due 2021 (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. 333-183023) (the "Registration Statement").

The offering of the Notes closed on March 14, 2013. The Notes were issued pursuant to an Indenture, dated as of January 3, 2007, as supplemented by the Seventh Supplemental Indenture, dated as of March 14, 2013 (the "Seventh Supplemental Indenture"), between the Company and Wells Fargo Bank, National Association, as Trustee. The Underwriting Agreement and the Seventh 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 14, 2013, pursuant to the Registration Statement.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement dated February 28, 2013, between R.R.
                Donnelley & Sons Company and Merrill Lynch, Pierce, Fenner & Smith
                Incorporated, J.P. Morgan Securities LLC, Mitsubishi UFJ Securities
                (USA), Inc. and Wells Fargo Securities, LLC, as representatives of
                the underwriters named in Schedule I thereto

Exhibit 4.1     Seventh Supplemental Indenture, dated as of March 14, 2013, 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)


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