RRD ANNOUNCES EXTENSION OF ITS CONSENT SOLICITATION FOR ITS 2029 DEBENTURES
CHICAGO, Illinois, February 14, 2022 R.R. Donnelley & Sons Company (NYSE: RRD) (RRD or the Company) today
announced the extension of its previously announced solicitation of consents (the Consent Solicitation) from holders of its 6.625% Debentures due 2029 (the Debentures) to adopt certain proposed amendments to the reporting
covenant of the indenture governing the Debentures. The new expiration date for validly delivering consents with respect to the Debentures has been extended from 5:00 p.m., New York City time, on February 11, 2022 to 5:00 p.m., New York City
time, on February 23, 2022, and is subject to further extension by the Company in its sole discretion. The Consent Solicitation is subject to the terms and conditions set forth in the consent solicitation statement, dated January 20, 2022
(the Consent Solicitation Statement).
The Consent Solicitation and the extension and modification thereof were made at the request of Chatham
Delta Parent, Inc. (Parent) pursuant to the terms of the previously announced Agreement and Plan of Merger (the Merger Agreement) entered into on December 14, 2021 by and among the Company, Parent and Chatham Delta
Acquisition Sub, Inc. (Acquisition Sub). Under the terms of the Merger Agreement, Acquisition Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a direct or indirect wholly owned
subsidiary of Parent.
The Company, at the request of Parent, has engaged Jefferies LLC to act as solicitation agent (Solicitation Agent) in
connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to the Solicitation Agent at the following address or telephone number: Jefferies LLC, 520 Madison Avenue, New York, NY 10022, Attn: Scott Peloso,
(212) 284-3426. The Company, at the request of Parent, has engaged Ipreo LLC to act as information and tabulation agent (the Information and Tabulation Agent). Requests for documents relating to
the Consent Solicitation may be obtained by contacting Ipreo LLC at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (banks and brokers) or
ipreo-consentSolicitation@ihsmarkit.com.
Pursuant to the terms of the Merger Agreement, Parent is responsible for paying all fees and expenses the
Company incurs in connection with the Consent Solicitation, including for the Solicitation Agent and Information and Tabulation Agent, and indemnifying the Company from and against any and all losses the Company incurs in connection with the Consent
Solicitation.
This news release does not constitute a solicitation of consents with respect to the Debentures, and the Consent Solicitation with respect
to the Debentures is only being made pursuant to the terms of the Consent Solicitation Statement. The Consent Solicitation is not being made to, and consents are not being solicited from, holders of Debentures in any jurisdiction in which it is
unlawful to make such consent solicitation or grant such consent. None of the Company, the trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not holders should deliver consents with
respect to the Debentures. Each holder must make its own decision as to whether or not to deliver consents.
About RRD
RRD is a leading global provider of multichannel business communications services and marketing solutions. With 30,000 clients and 33,000 employees across 28
countries, RRD offers the industrys most comprehensive offering of solutions designed to help companiesfrom Main Street to Wall Streetoptimize customer engagement and streamline business operations across the complete customer
journey. RRD offers a comprehensive portfolio of capabilities, experience and scale that enables organizations around the world to create, manage, deliver, and optimize their marketing and business communications strategies.
Use of Forward-Looking Statements
This news release
includes certain forward-looking statements within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed Merger. These forward-looking statements are based on
the Companys current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry,