Not so fast, Atlas: RRD to be acquired by Chatham Asset Management

After weeks of seesawing back and forth between suitors, R.R. Donnelley & Sons Co. entered into a definitive merger agreement to be acquired by affiliates of Chatham Asset Management, LLC, a private investment firm, in an all-cash transaction with a total enterprise value of approximately $2.3 billion and total equity value of approximately $897 million. RRD also announced it terminated its previously announced merger agreement with affiliates of Atlas Holdings LLC , dated Nov. 3, 2021 (as amended on Dec. 9, 2021, where Atlas had agreed to acquire RRD for $10.35 per share in cash.

The Chatham Merger Agreement has been unanimously approved by the RRD Board of Directors, according to a press release. Under the terms of the Chatham Merger Agreement, an affiliate of Chatham will acquire all of the RRD common stock not already owned by affiliates of Chatham for $10.85 per share in cash. The purchase price represents a 4.8% premium above $10.35, the price per share of RRD common stock under the most recent Atlas merger agreement.

“This transaction, which follows a robust and thorough process, is a recognition of the enormous value created by our talented employees, whose passion and dedication to the success of RRD and our clients has enabled us to achieve this important milestone,” said Dan Knotts, RRD President and CEO. “Under Chatham’s ownership, I expect that RRD will remain an industry-leading marketing and business communications company, with enhanced resources and flexibility, to effectively meet the evolving needs of our clients.”

The Chatham transaction is expected to close in the first half of 2022, subject to customary closing conditions, including the approval of RRD stockholders and receipt of regulatory approvals. Upon completion of the Chatham transaction, RRD’s shares will no longer trade on the New York Stock Exchange, and RRD will become a private company.