Chatham Asset Management LLC said Tuesday it offered to buy R.R. Donnelley & Sons Co., a marketing and communications company, for $9.10 a share in cash.
The offer is supported by a debt commitment letter led by Jefferies Finance LLC in an aggregate amount of up to $1.675 billion.
R. R. Donnelley & Sons Co. said in a filing Friday that it delivered a letter to representatives of Chatham in response to discussions regarding Chatham’s nonbinding, conditional indication of interest to buy it.
Chatham offered to buy Donnelley for $7.50 a share in October, but Atlas Holdings has since offered to buy the company for $8.52 a share. If the termination fee and expense reimbursement payable under the Agreement and Plan of Merger executed Nov. 3 between RRD and affiliates of Atlas Holdings LLC is eliminated, Chatham will increase its offer to $9.34 per share, the company stated.
“To the extent the termination fee and expense reimbursement payable under the Agreement and Plan of Merger between the company and affiliates of Atlas is eliminated, we are prepared to increase our offer to $9.34 per share,” Chatham noted.
Chatham said it is committing, immediately prior to the closing of the transaction, $100 million of additional capital, rolling over all shares of common stock of RRD beneficially owned by Chatham, valued at approximately $99.4 million based on the proposed purchase price of $9.10 per share.
Also on Tuesday, Chatham filed a suit against R.R. Donnelley and Atlas in a Delaware court, asking the court to block some features of R.R. Donnelley’s agreement with Atlas, which Chatham said was designed to exclude Chatham’s participation in a bid process.
“While we are deeply troubled by the board of directors’ failure to conduct a reasonable sale process … we remain excited by the prospect to acquire RRD and steward the company in its next phase,” Chatham said.