Explanatory Note
This Amendment No. 9 (Amendment No. 9) relates to the common stock, par value $0.01 per share (the Common
Stock), of R. R. Donnelley & Sons Company (the Company). This Amendment No. 9 is being filed jointly by (i) Chatham Asset Management, LLC (CAM), a Delaware limited liability company
and the investment manager to (a) Chatham Asset High Yield Master Fund, Ltd. (Chatham Master Fund), a Cayman Islands exempted company, and (b) other affiliated funds (collectively with Chatham Master Fund, the
Chatham Funds); (ii) Chatham Master Fund; and (iii) Anthony Melchiorre, a United States Citizen. CAM, Chatham Master Fund, and Mr. Melchiorre are each a Reporting Person and are collectively referred to
herein as the Reporting Persons. This Amendment No. 9 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on July 28, 2021, as amended (the
Prior Schedule 13D). The Prior Schedule 13D, as amended and supplemented by this Amendment No. 9 is referred to herein as the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
The Reporting
Persons beneficial ownership has dropped below the 5% Schedule 13D reporting threshold. Therefore, this Amendment No. 9 constitutes the final amendment to the Reporting Persons Schedule 13D and an exit filing for the Reporting
Persons and terminates the Reporting Persons obligation to further amend the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
In accordance with the terms of the Merger Agreement, on February 25, 2022, at the effective time of the Merger (the Effective Time),
Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger as a direct, wholly owned subsidiary of Parent. Immediately subsequent to the Effective Time, Parent caused Chatham Delta
Intermediate, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Intermediate Holdings), to own directly all of the equity interests of the Company, with the Company continuing as a direct, wholly owned
subsidiary of Intermediate Holdings, and an indirect, wholly owned subsidiary of Parent. At the Effective Time, each share of Common Stock previously beneficially owned by the Reporting Persons and certain of their affiliates were contributed to
Parent in accordance with the Capital Commitment Letter.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) As a result of the transactions described in Item 4, as of February 25, 2022, the Reporting Persons no longer beneficially own any Common Stock.
As such, the Reporting Persons no longer have any voting or dispositive power over any Common Stock.
(c) Except for the transactions described in Item 4,
there were no transactions in the Common Stock effected by the Reporting Persons during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions described in Item 4, on February 25, 2022, the Reporting Persons ceased to be the beneficial owners of more than five
percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:
At the Effective Time, the Company assumed the obligation of Acquisition Sub to effect through a private exchange transaction with Parent and affiliates of
the Reporting Persons, to occur promptly following the closing of the Merger, a note subordination of approximately $817.7 million in aggregate principal amount of the debt securities of the Company owned by funds managed by CAM. The Chatham
Funds currently remain party to certain credit default swap arrangements, as seller counterparties, pursuant to which the buyer counterparty is obligated to make a periodic stream of payments over the term of the contract in return for a contingent
payment from the seller counterparty upon the occurrence of a credit event with respect to referenced debt securities of the Company.