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RRD > SEC Filings for RRD > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for RR DONNELLEY & SONS CO

Form 8-K for RR DONNELLEY & SONS CO


20-Mar-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On March 6, 2014, R.R. Donnelley & Sons Company (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto, with respect to the issuance and sale of $400,000,000 aggregate principal amount of its 6.00% Notes due 2024 (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 20, 2014. The Notes were issued pursuant to an Indenture, dated as of January 3, 2007, as supplemented by the Tenth Supplemental Indenture, dated as of March 20, 2014 (the "Tenth Supplemental Indenture"), between the Company and Wells Fargo Bank, National Association, as Trustee. The Underwriting Agreement and the Tenth 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 20, 2014, pursuant to the Registration Statement.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement dated March 6, 2014, between R.R. Donnelley
                & Sons Company and Merrill Lynch, Pierce, Fenner & Smith
                Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities
                LLC, Mitsubishi UFJ Securities (USA), Inc., U.S. Bancorp
                Investments, Inc. and Wells Fargo Securities, LLC, as
                representatives of the underwriters named in Schedule I thereto

Exhibit 4.1     Tenth Supplemental Indenture, dated as of March 20, 2014, 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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