Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Industrials · Commercial Printing

Chatham Asset Management to acquire RR Donnelley & Sons Co

Announced Dec 14, 2021 · Closed Feb 25, 2022

Deal value$2.30BEV $2.30B
Premium4.8%To unaffected price
EV / Adj. EBITDA6.0x0.5x EV / Revenue
ConsiderationAll cash$10.85 per share

Transaction

Acquirer
Chatham Asset Management
Target
RR Donnelley & Sons Co
Buyer type
Strategic
Offer price per share
$10.85
Enterprise value
$2.30B
Status
Closed Feb 25, 2022

Deal protections

Break fee (target pays)
—
Reverse fee (buyer pays)
—
Go-shop
—
Financing
Committed · Wells Fargo, Jefferies

Advisors

To the acquirer
Jefferies
To the target
Centerview

Sector context · Industrials

Comparable deals
49 in the prior 24 months
Premium
4.8% vs. 40.0% sector median
EV / Adj. EBITDA
6.0x vs. 12.1x sector median
Break fee
Sector median 2.8%

Timeline

  1. AnnouncedDec 14, 2021
  2. Proxy filedJan 21, 2022
  3. Definitive proxyJan 21, 2022
  4. Shareholder voteFeb 23, 2022
  5. ClosedFeb 25, 2022

Valuation · fairness opinions

Trading comparables$3.70$7.30
Precedent transactions$6.70$11.40
Discounted cash flow$8.00$13.25
Offer $10.85

Implied value per RR Donnelley & Sons Co share by analysis, from Centerview · DCF discount rate 7.5%–9.5%.

Sources
  • 8-K (EX-99.1) · Dec 14, 2021
  • DEFA14A · Dec 14, 2021
  • 8-K · Dec 17, 2021
  • 8-K · Feb 1, 2022
  • 8-K · Feb 22, 2022
  • 8-K (EX-99.1) · Feb 25, 2022

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.