R.R. Donnelley & Sons Company

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the Issuer is not a reporting issuer under applicable securities laws -- Issuer in default of securities legislation -- 2% de minimis threshold for debt securities not met by 1 of the 7 series of debt securities but threshold met on an aggregate basis -- issuer is not required to maintain reporting issuer status pursuant to any indentures governing the debt securities -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

December 28, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF R.R. DONNELLEY & SONS COMPANY (the "Filer")

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan and Quebec.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer was formed under the laws of the State of Delaware on May 7, 1956 and has outstanding, as at April 29, 2022, 180,000 shares of common stock ("Filer Shares");

2. the Filer has also issued seven classes of debt securities (collectively, the "Notes"). As at April 29, 2022, there were approximately US$483.6 million aggregate principal amount of Notes outstanding, namely:

i. approximately US$184.8 million aggregate principal amount of 6.125% Senior Notes due in November 2026, issued on May 10, 2021 on a private placement basis pursuant to an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act");

ii. approximately US$74.8 million aggregate principal amount of 6.50% Senior Notes due in November 2023, issued on November 12, 2013 pursuant to a U.S. prospectus supplement dated November 6, 2013 to the prospectus dated August 2, 2012 (the "2023 Notes");

iii. approximately US$50.2 million aggregate principal amount of 6.00% Senior Notes due in April 2024, issued on March 20, 2014 pursuant to a U.S. prospectus supplement dated March 6, 2014, to the prospectus dated August 2, 2012 (the "2024 Notes");

iv. approximately US$45.0 million aggregate principal amount of 8.250% Senior Notes due in July 2027 (the "2027 Notes"), issued on June 18, 2020 pursuant to a U.S. prospectus dated June 16, 2020;

v. approximately US$1.2 million aggregate principal amount of 8.500% Senior Notes due in April 2029, issued on March 30, 2020 on a private placement basis pursuant to an exemption from the registration requirements of the Securities Act;

vi. approximately US$73.1 million aggregate principal amount of 6.625% Debentures due in April 2029 (the "2029 Notes"), issued on April 16, 1999 pursuant to a U.S. prospectus supplement dated April 13, 1999 to the prospectus dated April 13, 1999; and

vii. approximately US$54.5 million aggregate principal amount of 8.820% Debentures due in April 2031, issued on June 30, 1998 in exchange for 8.880% Debentures due in April 2021, pursuant to a U.S. prospectus supplement dated April 18, 1991 to the prospectus dated April 18, 1991;

3. the Filer has identified three unique Canadian purchasers on primary distribution of the 2023 Notes and the 2024 Notes. Each of the Notes that were issued to Canadians were issued pursuant to the accredited investor exemption under section 2.3 of National Instrument 45-106 -- Prospectus Exemptions. There were no Notes offered in Canada pursuant to a Canadian prospectus and any additional Notes offered in Canada would have been offered pursuant to an exemption from prospectus requirements;

4. the Notes do not constitute voting or equity securities in the capital of the Filer and are neither convertible nor exchangeable into voting or equity securities of the Filer or of any other issuer;

5. the Filer's head office is located in Chicago, Illinois;

6. the Filer is currently a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario and Quebec (collectively, the "Reporting Jurisdictions");

7. the Filer became a reporting issuer in 2004 in connection with its acquisition of Moore Wallace Incorporated ("MWI"), which was then a reporting issuer (or equivalent) in each of the Reporting Jurisdictions, by way of a plan of arrangement pursuant to the Canada Business Corporations Act, which arrangement involved holders of MWI common shares receiving consideration that included Filer Shares;

8. the securities of the Filer have never been traded in Canada on any marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

9. the Filer has relied upon the exemptions from Canadian continuous disclosure requirements afforded to "SEC foreign issuers" under Part 4 of National Instrument 71-102 -- Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102");

10. the Filer was acquired by certain investment fund affiliates of Chatham Asset Management LLC (collectively, "Chatham") on February 25, 2022, pursuant to a merger in which Chatham acquired all of the outstanding Filer Shares not already owned by Chatham, and the Filer's other former stockholders received cash for each Filer Share held (collectively, the "Chatham Acquisition"). In connection with the Chatham Acquisition, the Filer Shares ceased trading on the New York Stock Exchange before market open on February 28, 2022. The Chatham Acquisition was subject to the approval of the Filer's former stockholders, which was obtained on February 23, 2022;

11. the Filer filed SEC Form 15 (Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 of the United States (the "Exchange Act") or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Exchange Act) with the U.S. Securities and Exchange Commission (the "SEC") on March 15, 2022, as a result of which the Filer's duty to file continuous disclosure reports under Sections 13 and 15(d) of the Exchange Act has been suspended, and the Form 15 became effective on June 13, 2022;

12. the Filer is not required to maintain any reporting issuer (or equivalent) status in the United States, Canada or any foreign jurisdiction pursuant to the terms of the trust indentures and other applicable documentation governing the Notes, applicable law, or otherwise;

13. pursuant to the terms of the indenture governing the 2029 Notes (as modified, amended and supplemented from time to time, the "2029 Notes Indenture"), the Filer has agreed to provide the holders of the 2029 Notes with certain information about the Filer similar to what it would have been required to file with the SEC under Sections 13 and 15(d) of the Exchange Act, had the Form 15 filing not been made, including annual audited and quarterly unaudited financial statements (with footnotes) with a "Management's Discussion and Analysis of Financial Condition and Results of Operations" prepared in accordance with U.S. GAAP, as well as current notices similar to current reports on Form 8-K. The 2029 Notes Indenture permits the Filer to satisfy such information reporting covenants by posting such information to the Filer's website or on IntraLinks, SyndTrak, or any comparable password protected online data system or website, which the Filer commenced to do as of the filing date of its Form 15 on March 15, 2022;

14. the respective indentures governing the series of Notes other than the 2029 Notes contain information reporting covenants which are less comprehensive than, but not inconsistent with, those contained in the 2029 Notes Indenture; accordingly, the Filer intends to make the same information about it available equally, without distinction between the holders of the 2029 Notes and its other noteholders, and such information will also be available equally to all of its noteholders that are residents in Canada;

15. the Filer is in compliance with all of the foregoing information reporting covenants under the terms of the 2029 Notes Indenture and the other Note indentures;

16. all of the Notes are held in book-entry form and are registered in the name of The Depository Trust Company or its nominee ("DTC"), with beneficial interests therein recorded in the records maintained by DTC and its participants as financial intermediaries that hold securities on behalf of their clients;

17. the Filer made diligent enquiry with Broadridge Financial Solutions, Inc. ("Broadridge") and obtained information to ascertain the beneficial ownership of the Notes, including the number of Canadian beneficial owners. This information was obtained through reports prepared by Broadridge (the "Securityholder Reports") as at March 24, 2022 (the "Record Date");

18. based on the information in the Securityholder Reports, there are 2 reported beneficial owners of the 2027 Notes in Canada, representing 0.76% of the total reported beneficial owners of the 2027 Notes, and holding 3.67% of the reported aggregate principal amount of the 2027 Notes;

19. based on the information in the Securityholder Reports, for each class of Notes other than the 2027 Notes, residents of Canada do not beneficially own more than 2% of the reported aggregate principal amount of each class of Notes outstanding and do not comprise more than 2% of the total number of reported beneficial owners of each class of Notes worldwide;

20. subsequent to the Record Date, approximately US$129.3 million aggregate principal amount of Notes beneficially owned by Chatham (through various affiliated funds and holdings) that were outstanding at the Record Date and included in the Securityholder Reports (the "Cancelled Notes") were cancelled in connection with certain ongoing subordination transactions (the "Subordination Transactions") relating to the Chatham Acquisition. The Subordination Transactions were completed through April 6, 2022;

21. based on the information in the Securityholder Reports and the information provided to the Filer by Chatham, as at April 29, 2022, after giving effect to the cancellation of the Cancelled Notes the total aggregate principal amount of Notes outstanding was US$483.6 million, of which approximately US$252.8 million principal amount were beneficially owned as follows:

a. 12 beneficial owners in Canada, 11 of whom are residents in Ontario and 1 from an undisclosed jurisdiction in Canada, owning in aggregate approximately US$4.1 million principal amount of Notes representing only approximately 1.6% of the reported aggregate principal amount of the Notes captured in the Securityholder Reports and accounting for the Cancelled Notes;

b. 3,758 beneficial owners in the United States owning in aggregate approximately US$214.4 million principal amount of Notes representing approximately 84.8% of the reported aggregate principal amount of the Notes captured in the Securityholder Reports and accounting for the Cancelled Notes; and

c. 162 beneficial owners outside of the United States and Canada owning in aggregate approximately US$34.3 million principal amount of Notes representing approximately 13.6% of the reported aggregate principal amount of the Notes captured in the Securityholder Reports and accounting for the Cancelled Notes;

22. based on the information in the Securityholder Reports and the information provided to the Filer by Chatham, as at April 29, 2022, after giving effect to the cancellation of the Cancelled Notes, there were collectively 3,932 reported beneficial owners of the Notes, of which 12 were reported as Canadian, equating to only approximately 0.3% of the total reported number of securityholders captured in the Securityholder Reports and accounting for the Cancelled Notes;

23. the Filer is not in default of the Legislation in any Reporting Jurisdiction, other than the obligation of the Filer to file its interim financial statements for the interim periods ended March 31, 2022, June 30, 2022, and September 30, 2022 and associated management's discussion and analysis, as well as certification of the foregoing filings (collectively, the Filings), as the filing deadline for such financial statements occurred after the Chatham Acquisition and after the Filer's duty to file continuous disclosure reports under Sections 13 and 15(d) of the Exchange Act had been suspended;

24. the Filer is not eligible to use:

a. the simplified procedure under NP 11-206 since its outstanding securities are beneficially owned by more than 51 securityholders in total worldwide, as well as being in default of the Legislation for failing to file the Filings; or

b. the modified procedure under NP 11-206 as:

i. it no longer files continuous disclosure reports under U.S. securities laws, as the Filer's duty to file reports under Sections 13 and 15(d) of the Exchange Act have been suspended and the Form 15 became effective on June 13, 2022; and

ii. residents of Canada directly or indirectly own more than 2% of a class of outstanding securities of the Filer (namely, the 2027 Notes);

25. in the 12 months before applying for this order, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported;

26. the Filer has no current intention to seek public financing by way of a public offering of securities; and

27. the Filer provided advanced notice on July 15, 2022, via a news release that was disseminated and filed under the Filer's SEDAR profile, to Canadian-resident securityholders and that it has applied for an order to cease to be a reporting issuer in the Reporting Jurisdictions and that, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada. The Filer has not received any communications from its securityholders in response to this news release.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.