UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2015
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-4694 |
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36-1004130 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 35 West Wacker Drive
Chicago, Illinois |
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60601 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (312) 326-8000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On August 4, 2015, R.R. Donnelley & Sons Company (the “Company”) issued a press release reporting that the Company
intends to create three independent publicly traded companies: (i) a financial communications services company (“FinancialCo”), (ii) a publishing and retail-centric print services company (“PRSCo”) and (iii) a
customized multi-channel communications management company (“CMCo”), through a tax-free spin-off of FinancialCo and PRSCo prior to the end of 2016.
Information in this Item 2.02 and Exhibits 99.1 and 99.2 of Item 9.01 below shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise
expressly stated in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 99.1 |
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Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015. |
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| 99.2 |
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Investor Presentation dated August 4, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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R. R. DONNELLEY & SONS COMPANY |
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| Date: August 4, 2015 |
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By: |
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/s/ Suzanne S. Bettman |
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Suzanne S. Bettman |
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Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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| Exhibit
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Description |
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| 99.1 |
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Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015. |
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| 99.2 |
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Investor Presentation dated August 4, 2015 |
Exhibit 99.1
RR DONNELLEY ANNOUNCES INTENT TO CREATE
THREE INDEPENDENT PUBLICLY TRADED COMPANIES
Creates Separate Financial Communications Services, Publishing & Retail-Centric Print Services and Customized Multichannel
Communications Management Companies
Each an Industry Leader with Exceptional Scale, Innovative Technology and Complete Mix of
Products and Services
Allows for Tailored Capital Structures to Better Finance Each Business’s Strategy and Growth Plan
CHICAGO — August 4, 2015 — RR Donnelley & Sons Company (Nasdaq:RRD) today announced that it intends to create
three independent, publicly traded companies: one business focused on financial communications and data services; one business focused on publishing and retail-centric print services; and one business focused on customized multichannel
communications management.
Thomas J. Quinlan III, RR Donnelley’s President and Chief Executive Officer, said, “Over the last decade, we have
strengthened our business portfolio through a combination of organic growth and strategic acquisitions, developing new products and services, inventing fresh ways to serve customers, attracting additional talent and building information technology
systems.
“We see a significant opportunity to unlock value by allowing these three businesses to pursue their own strategies and invest according to
the unique dynamics of their respective industries. Each company will have the strategic focus, management resources and capital structure to enable it to strengthen its market position and pursue its growth opportunities, enhancing long-term value
for stakeholders.”
The creation of these three independent businesses is expected to deliver the following strategic and financial benefits;
Strategic Benefits
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Each business to focus on its distinct strategic priorities, driving opportunities to accelerate growth and enhance long-term value |
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Greater flexibility to execute tailored business strategies and compete in evolving markets |
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Even more focused brand strategy to support each business’s marketing plan |
Financial Benefits
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Tailored capital structures reflective of each business’s financial and growth profiles |
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Better-optimized investment policies |
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Market recognition of standalone growth prospects and profitability |
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Enable investors’ valuations to reflect each business’s unique operating and financial dynamics |
Quinlan continued, “We recognize that parts of the current portfolio will be more successful pursuing different strategies, and that these particular
businesses offer the scale, expertise, product and service mix and other resources to excel as standalone companies. Creating three independent companies will allow each to more quickly capitalize on opportunities created by continued technological
innovation and globalization within the markets they serve.”
Financial Communications Services Company (FinancialCo)
FinancialCo will be a leading, financial communications services company serving both the investment and capital markets worldwide. With proprietary
technology, extensive capabilities and deep subject matter expertise, FinancialCo will support its customers with content management, multichannel content distribution, data management and analytics, collaborative workflow and business reporting
tools and translations services. FinancialCo’s one-stop-shop offering leverages a unique combination of technology, service and regulatory expertise built through the combination of RR Donnelley’s financial print business, Bowne Financial
and EDGAR Online.
As a standalone company with trailing 12-month net sales for the period ended June 30, 2015 of approximately
$1 billion, the company believes FinancialCo will be positioned to aggressively invest in leading technology and workflow tools to support its customer communications requirements in a growing and fast evolving marketplace and to generate strong
margins and cash flow to capitalize on significant opportunities in content collaboration, data analytics and compliance/regulatory services.
Publishing and Retail-Centric Print Services Company (PRSCo)
Publishers, merchandisers and retailers worldwide trust PRSCo to prepare, produce and distribute their periodicals, catalogs, inserts, books, office products
and directories.
As a standalone company with trailing 12-month net sales for the period ended June 30, 2015 of approximately $3.5 billion, the
company believes PRSCo will continue to expand its unmatched scope of print-related capabilities to better serve customers worldwide and will be well positioned for further value creation through continued cost restructuring and accretive
acquisition opportunities. The company’s expertise, deep customer relationships and strong cash flow generation are expected to support both organic and acquisition opportunities.
Customized Multichannel Communications Management Company (CMCo)
CMCo will be a global, customized multichannel communications management provider that assists organizations around the world in creating, managing and
executing their multichannel communications strategies. CMCo will offer customized digital and printed communications services, including direct mail, short-run commercial printing, statements, business process outsourcing, supply chain management,
logistics, creative design, content management, forms, labels, packaging, kitting and fulfillment and more.
As a standalone company with trailing
12-month net sales for the period ended June 30, 2015 of approximately $7 billion and deep relationships with Fortune 1000 customers, the company believes there are clear growth opportunities for CMCo driven by increasing demand for customized
multichannel communications and it is well positioned to capture these opportunities by offering integrated solutions that help customers better manage their brand execution, marketing and supply chain strategies. CMCo is expected to have capital
flexibility to fund growth investments and develop additional capabilities.
Transaction Details/Next Steps
The transaction is expected to take the form of a tax-free distribution to RR Donnelley shareholders of FinancialCo and PRSCo in two new, independent, publicly
traded stocks. The company expects to complete the spinoffs prior to the end of 2016. Immediately following the completion of the transactions, existing RR Donnelley shareholders will own shares in all three companies.
The leadership, governance, corporate branding and other matters for each company are still being developed and the company will provide interim updates as
appropriate.
RR Donnelley management intends to continue to recommend to the Board of Directors a quarterly dividend of $0.26 per share, consistent with
its current level, until the transactions have been consummated. Following the completion of the transactions, each company will determine its appropriate capital allocation policy. While the capital structures of each company have not been
finalized, it is expected that the currently outstanding RR Donnelley notes will remain at CMCo and that CMCo will receive certain cash proceeds in connection with the capitalization of each of PRSCo and FinancialCo.
The transactions are subject to customary conditions, including obtaining rulings from the Internal Revenue Service and/or tax opinions, execution of
inter-company agreements and final approval by the company’s Board of Directors.
Centerview Partners LLC and BofA Merrill Lynch are serving as
financial advisors to RR Donnelley. Sullivan & Cromwell LLP is serving as legal advisor.
Investor Call
RR Donnelley will host a conference call for investors today at 9:00a.m. Eastern Time to review the planned transactions and answer questions. Individuals
wishing to dial in to the call must register in advance at www.meetme.net/rrd. After registering, participants will receive dial-in numbers, a passcode, and a personal identification number (PIN) that is used to uniquely identify their presence and
automatically join them into the audio conference.
A webcast replay will be archived on the Company’s web site for 30 days after the call. In
addition, a telephonic replay of the call will be available for seven days at 630.652.3042, passcode 8086973#.
About RR Donnelley
RR Donnelley (Nasdaq:RRD) helps organizations communicate more effectively by working to create, manage, produce, distribute and process content on behalf of
our customers. The company assists customers in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and increase compliance. RR Donnelley’s innovative technologies enhance digital
and print communications to deliver integrated messages across multiple media to highly targeted audiences at optimal times for clients in virtually every private and public sector. Strategically located operations provide local service and
responsiveness while leveraging the economic, geographic and technological advantages of a global organization.
For more information, and for RR
Donnelley’s Global Social Responsibility Report, visit the company’s web site at http://www.rrdonnelley.com.
Use of Forward-Looking
Statements
This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the
actual results to differ materially from such forward-looking statements. Such statements include, but are not limited to, our ability to complete the spin-offs of our financial communications services business and our publishing and retail-centric
print services business; the risk relating to operating three separate public companies; and our ability to realize the benefits of the spin-offs, including the tax-free nature of the transactions. Readers are strongly encouraged to read the full
cautionary statements contained in RR Donnelley’s filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.
Contacts
Investor Contact
Dave Gardella
Senior Vice President Investor Relations
Tel: 312-326-8155
E-mail: david.a.gardella@rrd.com
Media Contact
Lex Suvanto, Edelman
Tel: 212-729-2463
E-mail: lex.suvanto@edelman.com
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R.R. Donnelley & Sons Company
Investor Presentation
August 4, 2015
Exhibit 99.2 |
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Safe Harbor & Non-GAAP
2 Use of Forward-Looking Statements This presentation contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of
1995. Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this presentation and are based on current expectations and involve a number
of assumptions, risks and uncertainties that could cause the
actual results to differ materially from such forward-looking statements. The company does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or
circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
The factors that could cause material differences in the expected results of RR
Donnelley include, without limitation, the following: the volatility and disruption of the capital and credit markets, and adverse changes in the global economy; successful execution and integration of acquisitions; successful negotiation
of future acquisitions; and our ability to integrate operations
successfully and achieve enhanced earnings or effect cost savings; the ability to implement comprehensive plans for the integration of sales forces, cost containment, asset rationalization, system integration and other key strategies; the ability to divest non-core businesses; future
growth rates in our core businesses; competitive pressures in all
markets in which we operate; our ability to access unsecured debt in the capital markets and the participants’ ability to perform to our contractual lending and insurance agreements; factors that affect customer demand, including changes in postal rates and postal regulations, changes in the
capital markets, changes in advertising markets, the rate of
migration from paper-based forms to digital formats, customers’ budgetary constraints, and customers’ changes in short-range and long-range plans; the ability to gain customer acceptance of our new products and technologies; the ability to secure and defend intellectual property rights
and, when appropriate, license required technology; customer
expectations and financial strength; performance issues with key suppliers; changes in the availability or costs of key materials (such as ink, paper and fuel or in prices received for the sale of by-products; changes in ratings of our debt securities, as a result of financial community and
rating agency perceptions of our business, operations and
financial condition and the industry in which we operate; the ability to generate cash flow or obtain financing to fund growth; the effect of inflation, changes in currency exchange rates and changes in interest rates; the effect of changes in laws and regulations, including changes in accounting
standards, trade, tax, environmental compliance (including the
emission of greenhouse gases and other air pollution controls), health and welfare benefits, price controls and other regulatory matters and the cost, which could be substantial, of complying with these laws and regulations; contingencies related to actual or alleged environmental
contamination; the retention of existing, and continued
attraction of additional, customers and key employees; the effect of a material breach of security of any of our systems; the effect of labor disruptions or labor shortages; the effect of economic and political conditions on a regional, national or international basis; the effect of economic
weakness and constrained advertising; uncertaint about future
economic conditions; the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere; the possibility of a regional or global health pandemic outbreak; adverse outcomes of pending and threatened litigation; our ability to complete the
spin-offs of our financial communications services business
and our publishing and retail-centric conventional print services business; our ability to realize the benefits of the spin-offs, including the tax-free nature of the transaction and other risks and uncertainties detailed from time to time in our filings with the SEC, including under “Risk
Factors” in our Annual Report on Form 10-K. Readers are
strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC.
Non-GAAP Financial Information
The company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful because
that information is an appropriate measure for evaluating the
company’s operating performance. Internally, the company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to these indicators. These measures should be considered in addition to, not a
substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP.
A reconciliation of GAAP net earnings to non-GAAP net earnings and further
descriptions are presented in the tables attached to our Earnings Releases, which are available in the investors section of our website, rrdonnelley.com. Also available in the investors section of our website, rrdonnelley.com, is a
description of additional non-GAAP financial measures
referred to in this presentation.
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A Transformative Separation – The Next Phase of Our Strategic Evolution 3 Separating our current business segments into three publicly-traded industry leaders:
– Customized Multi-Channel Communications Management Company (CMCo)
– Financial Communications Services Company (FinancialCo) – Publishing and Retail-Centric Print Services Company (PRSCo) Successful execution of strategy paved way for today’s announcement
– For over 10 years RRD has strategically developed a diverse portfolio and business mix
with significant scale and a goal of successfully evolving with transformative
market shifts Unlocking shareholder value by creating three
industry leading companies that can capitalize on unique
industry trends and opportunities –
Increased management focus to pursue tailored business strategies
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Increased organic growth opportunities
– Flexibility to optimize capital structures and capital allocation to drive appropriate
investment policy
– Valuations more accurately reflect distinctive business characteristics
Clear Opportunity to Enhance Shareholder Value by Creating Three Distinct RRD
Businesses That Will Each Be An Industry Leader
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has been on a Purposeful Path of Strategic Evolution
4 Pre-2000s Today and beyond …to a full-line printing services provider… …to a leading provider of multi-channel communication services Evolved from a printer… Print and Ship Data Acquisition Content Management Print & Deliver Data Analytics Content Optimization Multi-channel Marketing Portfolio Transformation to Become More Service-Orientated and Focused on Value-Add Products |
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5 2000 2010 2014A Variable Print Publishing & Retail Services Strategic Services International Revenue Mix RRD Portfolio Has Become More Diversified With Significant Scale Across Key Businesses
(1) Color represents primary segment in which acquisition is
reported. $5.2bn
$10.0bn $11.6bn Financial Print Logistics & Other Moore Wallace (‘04) Acquisitions (1) Office Tiger (’06) Banta (’07) Bowne (’10) Poligrafia (’05) Von Hoffman (’07) Cardinal (’07) CGX (‘14) Courier (‘15) Esselte NA (‘14) Edgar Online ('12) XPO ('12) Presort (‘12) 23% ($2.6) 32% ($3.8) 14% ($1.6) 22% ($2.6) 9% ($1.0) 34% 28% 25% 13% 64% 4% 12% 20% Portfolio Transformation Has Been Supported by Key Acquisitions |
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Unique Industry Dynamics are Creating Different Paths
to Success for Key RRD Businesses…
6 Variable Print Statements Commercial and Digital Print Labels Publishing, Retail and Office Products Books Magazines, Catalogs, and Retail Inserts Directories Forms Financial Financial print Expand offerings to existing clients Differentiated approach by vertical Invest in new capabilities Focus on further developing industry leading customized multi-channel communications offerings Capitalize on broad “brand permission” for potential future product offerings Investment in technology/workflow Focus on content collaboration & data analytics Quickly adapt to changing regulatory requirements Cost optimization & efficient capacity utilization Industry consolidation & alliances Leverage scope of print- related capabilities Financial Print Related Services Customized Multi-Channel Communications Management Product Promotion & Logistics Direct Mail Packaging & Related Products Global Turnkey Solutions Logistics Services Business Process Outsourcing Digital and Creative Solutions Office Products FinancialCo PRSCo CMCo |
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2013 – 2018 Org. Growth Outlook +1% to + 7% Strategic Services Long-Term Outlook by Current Reporting Segment …With Significant Differences in Financial & Operating Profiles Note: Percentages and revenue numbers based on LTM Revenues as of June 2015. Catalog, Magazine, Retail Book Directory Commercial and Digital Print Direct Mail Labels Office Products Business Communication Services Forms Logistics Financial ($1.0 bn) Sourcing Digital Solutions Asia Business Process Outsourcing LatAm (ex. Mexico) Europe Global Turnkey Canada Mexico Distinct Businesses With Scale Within RRD Portfolio Today Variable Print Publishing & Retail Services Strategic Services International 2013 – 2018 Org. Growth Outlook -7% to -2% Publishing & Retail Services 2013 – 2018 Org. Growth Outlook -5% to Flat Variable Print 2013 – 2018 Org. Growth Outlook +1% to +3% International Multi-Channel Comm. Mgmt ($7.0bn) Publishing & Retail-Centric ($3.5 bn) 7 |
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Compelling Benefits of Separation
8 Creates three publicly-traded industry leaders
Separation to provide significant strategic
and financial benefits –
Increased management focus to pursue tailored business strategies
• Continue to develop Multi-Channel Communications Management strategy (CMCo)
• Leader in transition to a content management, e-delivery, digital, data business
(FinancialCo)
• Cost leadership and industry consolidation (PRSCo) – Tailored management incentive plans aligned with financial and operating profiles – Flexibility to optimize capital structures and capital allocation to drive appropriate
investment policy
– Ability to attract
long-term investor base appropriate for each company – Enables investors to value each company separately
Accelerates RRD Integrated Communications Management Strategy and
Enables Tailored Strategic, Financial and Operational Approaches for Distinct
RRD Businesses |
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Financial Communications Services
Creates Three Industry Leading Companies
9 Customized Multi-Channel Communications Management Publishing and Retail-Centric Print Services High Single Digits High Teens - Low 20’s Low Double Digits EBITDA Margin Capital Markets Investment Management Int’l Catalog, Magazine, Retail Book Office Products Europe Directory Mexico Variable Print Strategic Services (incl Logistics) Int’l Provides data management and analytics solutions to the corporate filing and global financial community “One-stop shop” for content creation, collaboration, management, and distribution Creates, manages and executes customer-specific and branded communications strategies Oversees logistics, supply chain management & workflow solutions Manages related analytics and digital services Produces and distributes periodicals, catalogs, inserts, books, office products and directories Unmatched scope of print- related capabilities Serves publishers, merchandisers and retailers globally $7.0 bn $1.0 bn $3.5 bn 2.6% 1.4% (3.1%) LTM June ‘15 Net Sales. ’12 – ’14 Org. CAGR Low to Medium (Asset Light Logistics) Asset Light Low Incremental Capital Intensity 43.6% 23.8% 4.0% 16.1% 9.7% 2.7% 49.6% 34.7% 15.7% 47.2% 23.9% 28.9% |
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10 Key Business Highlights Historical Net Sales ($ bn) Deep relationships with customers Clear growth opportunity driven by increasing demand for cost-effective multichannel communications strategies Global capabilities (~30% of sales international) Strong balance sheet Representative Customers POA: Integrated branding and communications execution Omnichannel communications and retail marketing Multiple solutions and services (e.g. brand and project marketing and management, communications) Retail / brand execution Packag-ing Labels POP displays Print & Digital Mktg Integrated product consistent with client’s brand—become one-stop for branding/communications
execution Sold with
associated physical logistics Related value- added services across channels, e.g., in-store activation Leading Customized Multi-Channel Communications Management Company Adjacent product logistics $5.6 $6.0 $7.0 2012A 2013A 2014A Key Product – Multi-Channel Communications Management
Customized Multi-Channel Communications Management
Company |
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$0.97 $1.01 $1.02 2012A 2013A 2014A Leading Financial Communications Services Company 11 Key Business Highlights Key Product Offerings Leading market position Strong margins and free cash flow generation Deep customer relationships Participates in high-growth content collaboration (ActiveDisclosure) and data
analytics (EDGAR Pro)
Fast delevering
profile Transactions Support Compliance Investor Communications Data Analytics Filings and content origination / management (IPO docs, proxies, PPMs) Virtual Data Rooms Translation Services Regulatory Filings (Ks, Qs, etc.) ActiveDisclosure File 16 / Netfiler EDGAR / SEDAR Reporting Management Solutions ActiveXBRL Software EDGAR Pro I-Metrix Xcelerate Transcription Web Content Solutions Shareholder report solutions Fund marketing and fund fact sheet eDelivery of all investor comms. Post-sale trade data Right Prospectus & iCOMPLi Historical Net Sales ($ bn) Representative Customers Best-In-Class Full-Service Provider of Transactional and Compliance Filing and Reporting Services,
Content Management and Data Analytics to the Corporate Filing and Global
Financial Community Investment Banking
Corporate Filers
Mutual funds |
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Leading Publishing and Retail-Centric Print Services Company 12 Key Business Highlights Key Products Historical Net Sales ($ bn) Leading traditional printer: produces over 20
billion pages annually
Unmatched scope of print-related capabilities
Competitive advantages
from scale, track record
of innovation and cost leadership
Strong cash flow generation Flexible balance sheet with conservative starting
leverage Well-positioned for additional value creation through further industry consolidation Representative Customers Unmatched Scope Of Print-Related Capabilities and Global Leader in Cost-efficient Traditional Print and Print-Related Services
Books Directories Magazines Retail Inserts Catalogs Office Products $3.64 $3.49 $3.61 2012A 2013A 2014A |
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Transaction Details
13 Intended to take the form of a tax-free spin-off of FinancialCo and PRSCo
Target completion prior to the end of 2016, subject to customary conditions,
including obtaining rulings from the IRS and/or tax opinions,
execution of inter-company agreements and final approval by
the Company’s Board of Directors
It is expected that the currently outstanding RRD notes will remain at
CMCo and
that CMCo will receive certain cash proceeds in connection with the capitalization
of each of PRSCo
and FinancialCo
RR Donnelley management intends to continue to recommend to the Board of
Directors a quarterly dividend consistent with its current level
until the completion of the transaction; each company will then
determine its appropriate capital allocation policy
All three companies will be capitalized with strong balance sheets
Additional detail, including management teams and capital
structures to be announced at a later date
Creating three leading, independent public companies
positioned to increase long-term shareholder value
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