R.R. Donnelley & Sons Company, entered into an asset-based revolving credit facility pursuant to an Amended and Restated Credit Agreement by and among the Company, as borrower, and certain of its subsidiaries, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent. Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., PNC Bank, National Association and Wells Fargo Bank National Association acted as co-syndication agents for the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement amends and restates the Company’s credit agreement, dated as of September 30, 2016, among the Company, certain subsidiaries of the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Existing Credit Agreement”). All amounts outstanding under the Existing Credit Agreement were repaid with borrowings under the Amended and Restated Credit Agreement. The proceeds of the loans under the Amended and Restated Credit Agreement may be used for working capital and general corporate purposes.

R.R. Donnelley was advised by Skadden Arps on this matter. The Skadden team includes: Banking partner Seth Jacobson and associates Michael Tomczyk and William Carpenter; and M&A partner Shilpi Gupta. All of the attorneys are based in Chicago.

The Amended and Restated Credit Agreement provides for a senior secured asset-based revolving credit facility of up to $800,000,000, subject to a borrowing base. The amount available to be borrowed under the Amended and Restated Credit Agreement is equal to the lesser of (a) $800,000,000 and (b) the aggregate amount of accounts receivable, inventory, machinery and equipment and fee-owned real estate of the Company and the Guarantors (collectively, the “Borrowing Base”), subject to certain eligibility criteria and advance rates. The aggregate amount of real estate and machinery and equipment that can be included in the Borrowing Base cannot exceed $200,000,000. The Amended and Restated Credit Agreement is scheduled to mature on September 29, 2022, at which time all outstanding amounts under the Amended and Restated Credit Agreement will be due and payable.

Any borrowings under the Amended and Restated Credit Agreement will bear interest at a rate dependent on the average quarterly availability under the Amended and Restated Credit Agreement and will be calculated according to a base rate or a Eurocurrency rate plus an applicable margin. The applicable margin for base rate loans ranges from 0.25% to 0.50% and the applicable margin for Eurocurrency loans ranges from 1.25% to 1.50%. In addition, an unused line fee is payable quarterly on the unused portion of the amount available to be borrowed under the Amended and Restated Credit Agreement. The unused line fee accrues at a rate of either 0.250% or 0.375% depending upon the average usage of the facility.

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Guarantors and are secured by a security interest in certain assets of the Company and its domestic subsidiaries, including accounts receivable, inventory, money, deposit accounts, securities accounts, investment property, equipment and, to the extent related to the foregoing, general intangibles, documents, instruments and chattel paper, as well as 65% of the equity interests of their first-tier foreign subsidiaries.

The Amended and Restated Credit Agreement contains customary covenants for transactions of this type including a covenant which requires the Company to maintain a minimum fixed charge coverage ratio under certain circumstances. In addition, the Company’s ability to undertake certain actions, including, among other things, prepay certain junior debt, incur additional unsecured indebtedness and make certain restricted payments depends on satisfaction of certain conditions, including, among other things, meeting minimum availability thresholds under the Amended and Restated Credit Agreement.

The Credit Agreement contains customary events of default such as failure to pay obligations when due, defaults on certain other indebtedness, material breaches of representations and warranties, judgments in excess of $75,000,000 in the aggregate being rendered against the Company or its subsidiaries, the acquisition of 35% or more by any person of any outstanding class of capital stock having ordinary voting power in the election of directors of the Company, the incurrence of certain ERISA liabilities, and any collateral document ceasing to maintain the first priority lien contemplated thereby in an amount in excess of $20,000,000. Upon an event of default, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding and foreclose on the collateral. For certain events of default related to insolvency and receivership, the commitments of the Lenders are automatically terminated and all outstanding obligations become immediately due and payable.