Form DEFM14A RR Donnelley & Sons Co

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

R. R. Donnelley & Sons Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

R. R. Donnelley & Sons Company

35 West Wacker Drive, 36th Floor

Chicago, Illinois 60601

January 21, 2022

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of R. R. Donnelley & Sons Company (“RRD”) to be held virtually on February 23, 2022, at www.virtualshareholdermeeting.com/RRD2022, at 10:00 a.m., Central Time.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 14, 2021, by and among Chatham Delta Parent, Inc. (“Parent”), Chatham Delta Acquisition Sub, Inc., a direct, wholly owned subsidiary of Parent (“Acquisition Sub”), and RRD (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Acquisition Sub will merge with and into RRD (the “Merger”), with RRD surviving the Merger as a direct or indirect wholly owned subsidiary of Parent. You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger.

In connection with the Special Meeting, you should be aware of the following matters, all of which have been previously announced:

RRD is filing the Proxy Statement to comply with its obligations under the Merger Agreement. If RRD terminates the Merger Agreement in order to enter into a definitive merger agreement with affiliates of Party C, RRD expects that no stockholder vote on the Merger Agreement would take place and that the Merger would not be completed.

If the Merger is completed, you will be entitled to receive $10.85 in cash, without interest and subject to any required tax withholding, for each of your shares of RRD Common Stock (unless you have properly exercised your appraisal rights with respect to such shares).

On December 14, 2021, the Board, after considering various factors, including those described in the Proxy Statement, and after consultation with RRD’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of RRD and its stockholders, (iii) resolved to recommend that the stockholders of RRD vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the stockholders of RRD at a special meeting.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by RRD to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about RRD from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly, and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet at www.proxyvote.com or by voting by telephone by calling (800) 690-6903. You will need the control number on your proxy card or voting instruction form to vote your shares via the Internet or telephone. You may alternatively vote by signing, dating and returning the enclosed proxy card (for registered stockholders) or voting instruction form (for holders in street name through a broker, bank or other nominee) in the enclosed postage-paid envelope. Only your last-dated proxy or voting instruction form will be counted, and any proxy or voting instruction form may be revoked at any time prior to its exercise at the Special Meeting. We encourage you to vote your shares “FOR” all of the proposals set forth in the Proxy Statement, and we encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of a majority of the outstanding shares of RRD Common Stock entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the stockholders of RRD of the

proposal to adopt the Merger Agreement a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote at the Special Meeting in virtual meeting format will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, and will not have any effect on the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting. Accordingly, broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 750-8226 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Deborah L. Steiner General Counsel and Corporate Secretary

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated January 21, 2022 and, together with the enclosed form of proxy card, is first being mailed to RRD stockholders on or about January 21, 2022.

R. R. Donnelley & Sons Company

35 West Wacker Drive, 36th Floor

Chicago, Illinois 60601

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

A special meeting of stockholders (the “Special Meeting”) of R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), will be held virtually on February 23, 2022, at www.virtualshareholdermeeting.com/RRD2022, at 10:00 a.m., Central Time.

The Special Meeting will be held for the following purposes:

The affirmative vote of a majority of the outstanding shares of RRD’s Common Stock, par value $0.01 per share (“RRD Common Stock”), entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority of the shares of RRD Common Stock, which are present or represented by proxy at the Special Meeting and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. The failure of any stockholder to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote at the Special Meeting in virtual meeting format will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting. Accordingly, broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Only RRD stockholders of record as of the close of business on January 18, 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 35 West Wacker Drive, 36th Floor, Chicago, Illinois 60601, during regular business hours (or, alternatively, on a reasonably accessible electronic network) for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during such meeting. To access the Special Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/RRD2022 and enter the 16-digit control number found on your proxy card or your voting instruction form. We encourage you to access the Special Meeting prior to its start time.

RRD stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of RRD Common Stock if they deliver a demand for appraisal

before the vote is taken on the Merger Agreement and comply with all the requirements of Delaware law, which are summarized in the Proxy Statement accompanying this notice and reproduced in their entirety in Annex D to the accompanying Proxy Statement.

The RRD Board of Directors unanimously recommends that you vote “FOR” the adoption of the Merger Agreement and “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by RRD to its named executive officers in connection with the Merger.

Our Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com.

By order of the Board of Directors,

Deborah L. Steiner General Counsel and Corporate Secretary January 21, 2022

IMPORTANT

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” both of the proposals.

If you have any questions about submitting your proxy card or your voting instruction form, or otherwise require assistance, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders May Call: (877) 750-8226 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

TABLE OF CONTENTS

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Annex A        Agreement and Plan of Merger

Annex B        Voting Agreement

Annex C        Opinion of Centerview Partners LLC

Annex D        Section 262 of the General Corporation Law of the State of Delaware

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as an RRD stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 144 of this Proxy Statement.

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If you send the proxy card or voting instruction form by mail, there may be unexpected delays in mail processing times as a result of the COVID-19 pandemic. You should allow a sufficient number of days to ensure delivery.

If you are a stockholder of record as of the close of business on the Record Date or have received instructions on how to vote from your broker, bank or other nominee, you may also vote via the Internet during the Special Meeting by following the instructions available on the meeting website during the meeting. To be admitted electronically to the Special Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/RRD2022, and enter the 16-digit control number found on your proxy card or your voting instruction form. We encourage you to access the Special Meeting prior to its start time.

If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of RRD Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting, you are encouraged to vote your shares of RRD Common Stock by proxy. If you wish to change your vote, you may still vote your shares of RRD Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting in a virtual format and vote at the Special Meeting, your previous vote by proxy will not be counted.

To attend the Special Meeting, and to vote or submit questions during the Special Meeting, you must visit the virtual meeting website at www.virtualshareholdermeeting.com/RRD2022 and enter the 16-digit control number contained in the proxy card or voting instruction form sent to you.

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In any case, we recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card or voting instruction form, as the case may be, or by signing, dating and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided—even if you plan to attend the Special Meeting in a virtual format. We encourage all stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting in a virtual format and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

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The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by RRD to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Under certain specified circumstances, RRD may be required to pay Parent certain reimbursement amounts upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Reimbursement Amounts” beginning on page 131 of this Proxy Statement.

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As of January 18, 2022, the Record Date for determining who is entitled to vote at the Special Meeting, there were approximately 75,212,238 shares of RRD Common Stock issued and outstanding. Each holder of RRD Common Stock is entitled to one vote per share of RRD Common Stock owned by such holder as of the Record Date.

If your shares are held through a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name.” In that case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee may not vote your shares with respect to the Special Meeting Proposals.

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If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy card will be voted “FOR” the proposal to adopt the Merger Agreement and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by RRD to its named executive officers in connection with the Merger.

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For RRD stockholders of record: Please call Innisfree M&A Incorporated (“Innisfree”) at (877) 750-8226 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).

For holders in street name: Please contact your account representative at your broker, bank or other similar institution.

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For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 102 of this Proxy Statement.

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If the Merger is completed, each RRD RSU granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of RRD Common Stock underlying such RRD RSU multiplied by (ii) the Merger Consideration.

If the Merger is completed, each RRD Phantom RSU award granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of RRD Phantom RSUs underlying the award multiplied by (ii) the Merger Consideration.

If the Merger is completed, each RRD PSU granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of RRD Common Stock underlying such RRD PSU attributable to the percentage of the RRD PSUs that vest as of immediately prior to the Effective Time in accordance with the immediately following sentence multiplied by (ii) the Merger Consideration. Each RRD PSU in respect of which (a) the performance period has not expired as of the Effective Time will vest immediately prior to the Effective Time, determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance, and (b) the performance period has expired as of the Effective Time, will vest immediately prior to the Effective Time based on actual level of performance through the end of the applicable performance period, in each case, as determined in good faith consistent with past practice by the Board or a committee thereof, following RRD’s delivery to Parent of substantiation of RRD’s actual performance no later than five business days prior to the Effective Time. Each RRD PSU that does not vest in accordance with the foregoing will be cancelled and terminated without consideration immediately prior to the Effective Time.

If the Merger is completed, each RRD Award granted under an RRD Equity Plan after December 14, 2021, if any, will, immediately prior to the Effective Time, vest on a prorated basis based on the number of days in the award period preceding the Closing Date, with RRD PSUs vesting at the target level of performance and with such proration based on the number of days preceding the Closing Date in the applicable performance period of 36 months that will commence no earlier than January 1, 2022. Such RRD Awards will be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any such RRD Award granted after December 14, 2021 that does not vest on a prorated basis will be forfeited without consideration.

If the Merger is completed, immediately prior to the Effective Time, each RRD Long-Term Cash Award that is outstanding immediately prior to the Effective Time and granted before December 14, 2021 will, automatically and without any required action on the part of the holder thereof, vest in full and be paid to each such holder in full. Moreover, if the Merger is completed, each RRD Long-Term Cash Award granted after December 14, 2021, if any, will, immediately prior to the Effective Time, vest on a prorated basis based on the number of days in the award period preceding the Closing Date and be treated in accordance with the terms of the Merger Agreement. The portion of any RRD Long-Term Cash Award granted after December 14, 2021 that does not vest on a prorated basis will be forfeited without consideration.

For additional information regarding the treatment of RRD’s outstanding equity and equity-based awards, see the section entitled “Terms of the Merger Agreement—Merger Consideration—Outstanding RRD Equity and Equity-Based Awards” beginning on page 109 of this Proxy Statement.

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Broadridge will have technicians ready to assist you with any individual technical difficulties you may have accessing the Special Meeting website. If you encounter any difficulties accessing the Special Meeting website during the check-in or meeting time for the Special Meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/RRD2022.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders May Call: (877) 750-8226 (toll-free from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which RRD refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by RRD or on RRD’s behalf, contain certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the Merger. These forward-looking statements are based on RRD’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by RRD, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) impediments to the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and regulatory approvals and the satisfaction of other conditions to the closing of the Merger; (ii) significant transaction costs associated with the Merger; (iii) potential litigation relating to the Merger, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Merger will harm RRD’s business, including current plans and operations; (v) the ability of RRD to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) legislative, regulatory and economic developments affecting RRD’s business; (viii) general economic and market developments and conditions; (ix) the evolving legal, regulatory and tax regimes under which RRD operates; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect RRD’s financial performance; (xi) certain restrictions during the pendency of the Merger that may impact RRD’s ability to pursue certain business opportunities or strategic transactions; (xii) continued availability of capital and financing and rating agency actions; (xiii) the ability of affiliates of CAM to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring RRD to pay expense reimbursements to affiliates of CAM under the Merger Agreement; (xv) unpredictability and severity of catastrophic events, including acts of terrorism, outbreak of war or hostilities, civil unrest, adverse climate or weather events or the COVID-19 pandemic or other public health emergencies, as well as RRD’s response to any of the aforementioned factors; (xvi) competitive responses to the Merger; (xvii) the risks and uncertainties pertaining to RRD’s business, including those detailed under the heading “Risk Factors” and elsewhere in RRD’s public filings with the SEC; and (xviii) the risks and uncertainties described in this Proxy Statement. While the list of factors presented in this Proxy Statement are considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on RRD’s financial condition, results of operations, credit rating or liquidity or ability to consummate the Merger. These forward-looking statements speak only as of the date they are made, and RRD does not undertake to and disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

All of the forward-looking statements RRD makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in RRD’s consolidated financial statements and notes thereto included in our most recent filing on Form 10-K for the fiscal year ended December 31, 2020 and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page 144 of this Proxy Statement).

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This Proxy Statement is being furnished to RRD stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on February 23, 2022, at www.virtualshareholdermeeting.com/RRD2022, at 10:00 a.m., Central Time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, RRD stockholders will be asked to consider and vote on proposals to:

Record Date; Shares Entitled to Vote; Quorum

Only RRD stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 35 West Wacker Drive, 36th Floor, Chicago, Illinois 60601, during regular business hours (or, alternatively, on a reasonably accessible electronic network) for a period of no less than 10 days before the Special Meeting and at www.virtualshareholdermeeting.com/RRD2022 during the Special Meeting.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, a majority of the outstanding shares of RRD Common Stock entitled to vote at the Special Meeting must be present or represented by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Because both proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting. Accordingly, broker non-votes will not be counted for purposes of determining whether a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of RRD Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority of the shares of RRD Common Stock, which are present or represented by proxy at the Special Meeting and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than 50% of the total number of shares of RRD Common Stock entitled to vote thereon at the Special Meeting, and the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger will be approved if the

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number of shares voted “FOR” such proposal is greater than 50% of the total number of shares of RRD Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” the proposal to adopt the Merger Agreement and the proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting. Accordingly, broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Shares Held by RRD’s Directors and Executive Officers

As of the Record Date, RRD’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 3,802,367 shares of RRD Common Stock, representing approximately 5.06% of the outstanding shares of RRD Common Stock.

Voting of Proxies

If your shares are registered directly in your name with RRD’s transfer agent, Computershare Trust Company, N.A., you may cause your shares to be voted over the Internet at www.proxyvote.com or by phone by calling (800) 690-6903. You will need the control number on your proxy card or voting instruction form to vote your shares over the Internet or by phone. We encourage all stockholders to vote electronically. Alternatively, you may sign, date and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, to be admitted electronically, you must go to the meeting website at www.virtualshareholdermeeting.com/RRD2022, and enter the 16-digit control number found on your proxy card or your voting instruction form. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions on such proxies. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by RRD to its named executive officers in connection with the Merger. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for RRD’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of RRD Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by using one of the methods described above. If you do not vote via the Internet or telephone through your broker, bank or other nominee or do not return your broker’s, bank’s or other nominee’s voting form, and do not attend and vote at the Special Meeting, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by RRD to its named executive officers in connection with the Merger.

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How You May Change or Revoke Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by RRD’s Corporate Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee. You may also vote at the Special Meeting if you have received instructions from your broker, bank or other nominee.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow RRD stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

Adjournments

If a quorum is not present or if there are not sufficient votes for the approval of the proposal to adopt the Merger Agreement, RRD expects that the Special Meeting will be adjourned by the chairperson of the Special Meeting pursuant to RRD’s bylaws to solicit additional proxies in accordance with the Merger Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the Special Meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the Special Meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting.

Technical Difficulties or Trouble Accessing the Virtual Meeting Website

If RRD experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/RRD2022.

Broadridge will have technicians ready to assist you with any individual technical difficulties you may have accessing the Special Meeting website. If you encounter any difficulties accessing the Special Meeting website

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during the check-in or meeting time for the Special Meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/RRD2022.

Tabulation of Votes

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by RRD. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of RRD Common Stock.

RRD has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee not to exceed $175,000, plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or relating to the engagement.

Anticipated Date of Consummation of the Merger

Assuming the timely receipt of required regulatory approvals and satisfaction or waiver (in accordance with the terms of the Merger Agreement) of other closing conditions, including approval by RRD’s stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be completed in the first quarter of 2022.

Attending the Special Meeting

To be admitted electronically to the Special Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/RRD2022, and enter the 16-digit control number found on your proxy card or your voting instruction form. We encourage you to access the Special Meeting prior to its start time. Once admitted to the Special Meeting, stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

Voting at the Special Meeting Remotely

Stockholders of record as of the close of business on the Record Date, and holders in street name who have received instructions on how to vote from their broker, bank or other nominee, may vote via the Internet during the Special Meeting by following the instructions available on the meeting website during the meeting. To be admitted electronically to the Special Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/RRD2022, and enter the 16-digit control number found on your proxy card or your voting instruction form.

Stockholders are reminded that they can vote their shares prior to the Special Meeting over the Internet at www.proxyvote.com, by telephone by calling (800) 690-6903 (for both Internet and telephone voting you will need the control number on your proxy card or voting instruction form to vote your shares), or by signing, dating and returning your proxy card or voting instruction form in the postage-paid envelope previously provided. We encourage stockholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote at the Special Meeting, unless you wish to change your vote.

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Assistance

If you need assistance in completing your proxy card or voting instruction form, or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-8226 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

Rights of Stockholders Who Seek Appraisal

If the Merger Agreement is adopted by RRD stockholders, shares held by stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal rights under Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that RRD stockholders will be entitled to have their shares of RRD Common Stock appraised by the Court of Chancery and to receive payment in cash of the “fair value” of such shares of RRD Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value, as determined by the Court of Chancery. RRD stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to RRD before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of RRD Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page 137 of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex D to this Proxy Statement. If you hold your shares of RRD Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated herein by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about RRD may be found elsewhere in this Proxy Statement and in RRD’s other public filings. See the section entitled “Where You Can Find More Information” beginning on page 144 of this Proxy Statement.

Parties Involved in the Merger

R. R. Donnelley & Sons Company

35 West Wacker Drive, 36th Floor

Chicago, Illinois 60601

Phone: (312) 326-8000

RRD is a leading global provider of multichannel business communications services and marketing solutions. With 30,000 clients and 33,000 employees across 28 countries, RRD offers the industry’s most comprehensive offering of solutions designed to help companies—from Main Street to Wall Street—optimize customer engagement and streamline business operations across the complete customer journey, thereby reducing costs, driving revenues and enhancing compliance. RRD offers a comprehensive portfolio of capabilities, experience and scale that enables organizations around the world to create, manage, deliver and optimize their marketing and business communications strategies.

RRD’s innovative content management offering, production platform, supply chain management, outsourcing capabilities and customized consultative expertise assists its clients in the delivery of integrated messages across multiple media to highly targeted audiences at optimal times to their customers in every private and public sector. RRD has strategically located operations that provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

RRD Common Stock is currently listed on the NYSE under the symbol “RRD.”

Chatham Delta Parent, Inc.

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Phone: (973) 701-0404

Parent is a Delaware corporation, formed on November 15, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Parent has not conducted any business operations except in furtherance of this purpose and activities incident to its formation.

Chatham Delta Acquisition Sub, Inc.

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Phone: (973) 701-0404

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Acquisition Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent, formed on November 15, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Acquisition Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Acquisition Sub will cease to exist.

Parent and Acquisition Sub are each affiliated with the Chatham Funds. Parent, Acquisition Sub and the Chatham Funds are each affiliated with CAM, a New Jersey-based private investment firm founded in 2003 with a history of making investments in the print media and marketing communications industries. In a statement on Schedule 13D, as amended (most recently by Amendment No. 8 filed with the SEC on December 27, 2021), CAM disclosed that it beneficially owned 10,927,100 shares of RRD Common Stock, that CAM and the Chatham Funds collectively owned $817,712,000 in aggregate principal amount of debt securities of RRD, and that the Chatham Funds are party to certain credit default swap arrangements with respect to such debt securities of RRD. At the Effective Time, the Surviving Corporation will be indirectly owned by CAM and the Chatham Funds and certain of their respective affiliates.

In connection with the transactions contemplated by the Merger Agreement, (i) CAM and the Chatham Funds, as applicable, have made the Cash Commitment, the Rollover Commitment and the Debt Securities Commitment for the purposes of, as applicable, paying (a) amounts due under the Merger Agreement, (b) RRD’s working capital needs, short-term debt maturities and other fees and expenses relating to the consummation of the Merger, (c) certain damages that may become payable to RRD if the Merger Agreement is terminated under certain circumstances (up to a $50,000,000 cap) and (d) any indemnification obligations owed to RRD, its affiliates or their respective representatives pursuant to specified sections of the Merger Agreement and (ii) Parent has obtained a debt financing commitment in an aggregate amount of $1,675,000,000 from the Debt Commitment Lenders consisting of the Backstop ABL to the extent the requisite lenders do not approve the Required ABL Amendment, and the Bridge Facility to fund any Change of Control Offers. If the requisite consents in connection with the Required Term Loan Amendment are not obtained within 40 business days of the date of the Merger Agreement, the proceeds of the Bridge Facility may also be used for the refinancing or otherwise discharging of the Term Loan Facility. The proceeds of the Backstop ABL may be used on the Closing Date to finance the transactions contemplated by the Merger Agreement; provided, however, only an aggregate amount of up to $385,000,000 will be available to be drawn under the Backstop ABL to fund the transactions on the Closing Date. For more information, see the section entitled “The Merger—Financing of the Merger” beginning on page 98 of this Proxy Statement.

Effect of the Merger

If the Merger Agreement is adopted by RRD stockholders and certain other conditions to the closing of the Merger are either satisfied or waived in accordance with the terms of the Merger Agreement, Acquisition Sub will merge with and into RRD, with RRD surviving and continuing under the name “R. R. Donnelley & Sons Company” as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become a direct or indirect wholly owned subsidiary of Parent and RRD Common Stock will no longer be publicly traded. In addition, RRD Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and policies, and RRD will no longer file periodic reports with the SEC on account of RRD Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

In connection with the Merger, Parent has informed RRD that it intends to form Intermediate Holdings and intends to cause, immediately subsequent to the consummation of the Merger, Intermediate Holdings to own directly all of the equity interests of the Surviving Corporation. In such case, immediately subsequent to the consummation of the Merger, the Surviving Corporation would become a wholly owned subsidiary of Intermediate Holdings and an indirect wholly owned subsidiary of Parent.

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The Effective Time will occur when a certificate of merger is received for filing by the Secretary of State of the State of Delaware (or at such later time as Parent, Acquisition Sub and RRD may agree and specify in the certificate of merger).

Effect on RRD if the Merger is Not Consummated

If the Merger Agreement is not adopted by RRD stockholders or if the Merger is not consummated for any other reason, RRD stockholders will not receive any payment for their shares of RRD Common Stock. Instead, RRD will remain an independent public company, the RRD Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and RRD will continue to file periodic reports with the SEC on account of RRD Common Stock. If the Merger is not consummated, RRD expects that RRD’s management will operate the business in a manner similar to that in which it is being operated today.

In addition, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of RRD Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of RRD Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of RRD Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review RRD’s products, business operations, properties and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by RRD stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to RRD will be offered or that RRD’s business, prospects or results of operation will not be adversely impacted.

In addition, under certain specified circumstances, RRD may be required to pay Parent certain reimbursement amounts upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Reimbursement Amounts” beginning on page 131 of this Proxy Statement.

Merger Consideration

Upon the consummation of the Merger, at the Effective Time, each share of RRD Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, which in each case will be cancelled and retired for no consideration, and (ii) Dissenting Shares) will be converted into the right to receive the Merger Consideration. Additionally, immediately prior to the Effective Time, all issued and outstanding rights under the Rights Agreement will expire in their entirety without any payment being made in respect thereof in accordance with the Rights Agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every interaction of or among the members of the Board, RRD’s management, RRD’s advisors, Atlas Holdings LLC and its affiliates (collectively, “Atlas”), Atlas’s advisors and Chatham and its affiliates and advisors or any other person.

As part of its ongoing evaluation of RRD’s business, the Board, together with senior management, regularly reviews and assesses opportunities to increase stockholder value, including evaluating various potential strategic alternatives such as acquisitions, dispositions and internal restructurings. RRD also regularly engages with its stockholders to discuss RRD and its business, operations and financial results and to hear the views of stockholders regarding RRD.

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Background of the Merger—Prior to 2019

Since RRD’s spinoff of LSC Communications, Inc. and Donnelley Financial Solutions, Inc. in 2016, RRD’s key strategic focus areas have included driving profitable growth in each of its core businesses while shifting its portfolio mix toward higher growth segments, extending the range of its capabilities, products and service offerings to fuel organic growth, expanding its print and digital technology platforms, optimizing its business performance and aggressively reducing costs to improve margins and fund its transformation efforts, and maintaining a disciplined approach to capital allocation to improve its financial flexibility while also investing for the future.

At the time of the spinoffs, RRD’s aggregate outstanding indebtedness was approximately $2,427,000,000. To better position RRD to execute on its strategic plan, RRD has focused on improving its financial flexibility by reducing debt and leverage, extending debt maturities and improving liquidity, all of which has helped strengthen its balance sheet. This has been accomplished by aggressively reducing costs, divesting several non-core businesses and assets as further described below, and monetizing investments. These actions have enabled RRD to significantly improve its financial flexibility since the spinoffs, execute its strategic plan and better position itself for a potential strategic transaction.

Background of the Merger—2019 and 2020

On May 15, 2019 and May 16, 2019, the Board held a meeting, with representatives of Centerview present on May 16, 2019, to review and consider, among other matters, RRD’s business, strategy and strategic plan. Among the matters discussed and considered, Centerview reviewed with the members of the Board a general industry overview and challenges, financial analyses of RRD, including RRD’s aggregate indebtedness and leverage ratios, and RRD’s strategic plan and strategic opportunities.

On June 27, 2019, the Board held a meeting, with representatives of Centerview and the Board’s outside legal counsel at Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) present, to continue to review and consider, among other matters, RRD’s business, strategy and strategic plan. The representatives of Centerview reviewed with the members of the Board, among other information, financial analyses of RRD, including RRD’s aggregate indebtedness and leverage ratios, and RRD’s strategic plan and strategic opportunities, including a review of potential strategic transactions, processes and parties. Mr. Daniel Knotts, President and Chief Executive Officer of RRD and a member of the Board, also provided an update on preliminary and informal communications RRD had received from representatives of two separate private equity firms, including Atlas, in each case regarding a potential strategic transaction with RRD. The representatives of Skadden reviewed and discussed with the directors their fiduciary duties and process considerations in connection with a potential strategic process and transaction. Following discussion and consideration, the Board authorized and instructed RRD’s senior management to confidentially engage in discussions with each of the parties determined by the Board (with advice from Centerview), including certain private equity investment firms and publicly traded companies, which parties had previously indicated an interest in a potential strategic transaction with RRD, to determine their interest in a potential strategic transaction at this time. Accordingly, Chatham was not one of the parties that the Board determined to contact as part of this outreach for a potential strategic transaction.

On July 1, 2019, Chatham filed its initial Schedule 13G announcing it beneficially owned approximately 5.5% of RRD Common Stock. At this time, Chatham had a passive investment intent.

On July 25, 2019 and July 26, 2019, the Board held a meeting, with representatives of Skadden present, to review and consider, among other matters, RRD’s business, strategy and strategic plan. Among the matters discussed and considered, Skadden reviewed with the members of the Board the legal and process considerations for a potential strategic transaction.

On August 22, 2019, Chatham filed a Schedule 13G/A announcing it beneficially owned approximately 11.1% of RRD Common Stock.

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On August 28, 2019, the Board held a meeting, with representatives of Skadden present, at which it considered and discussed the Original Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement, references in this “Background of the Merger” section to the Rights Agreement being to the Original Rights Agreement as amended from time to time). Skadden had prepared and distributed materials to the Board in advance of the meeting. Among other matters discussed and considered, the Board determined that, while RRD was continuing to execute on its strategic plan, the Board believed that the Original Rights Agreement would encourage third parties interested in RRD to negotiate with the Board to enable, in the Board’s view, the Board to maximize value for all stockholders, discourage market accumulators from obtaining undue influence or control without paying a control premium, deter short-term activism that the Board believed was not in the best interests of RRD and its stockholders and deter coercive takeover tactics. The Original Rights Agreement established two different threshold levels of beneficial ownership of RRD Common Stock at which, subject to certain exceptions, a person or group would become an “Acquiring Person” (as defined in the Original Rights Agreement): (i) a 20% threshold applicable to any “Ordinary Course Institutional Investor” (as defined in the Original Rights Agreement); and (ii) a 10% threshold applicable to persons other than Ordinary Course Institutional Investors. The Original Rights Agreement exempted any person or group owning 10% (or 20% in the case of Ordinary Course Institutional Investors) or more of the RRD Common Stock as of the time of the first public announcement of the Original Rights Agreement, so long as such person or group did not become the beneficial owner of any additional shares of RRD Common Stock. The Board approved the Original Rights Agreement, which was effected without stockholder approval (as stockholder approval was not legally required to take such action) and, thereafter, RRD announced the adoption of the Original Rights Agreement, and authorized and declared a dividend distribution of one right for each outstanding share of RRD Common Stock held of record as of the close of business on September 9, 2019. In a press release dated August 28, 2019, RRD had stated its view that, given the circumstances at the time, the Board believed it was in the best interests of stockholders that no one person or group acquire undue influence or control without paying a control premium through purchases of RRD Common Stock, and further stated the Original Rights Agreement does not prevent any action the Board determines to be in the best interest of RRD and its stockholders. On August 27, 2019, the last trading day prior to the public announcement of the Original Rights Agreement, the closing stock price of RRD Common Stock was $2.24. As of the end of RRD’s second quarter 2019, RRD’s aggregate outstanding indebtedness was approximately $2,121,400,000.

In September and October of 2019, an affiliate of Atlas acquired 1,781,947 shares of RRD Common Stock, or approximately 2.5% of the outstanding RRD Common Stock.

On October 28, 2019, RRD announced that it had sold its European Global Document Solutions (GDS) business to Paragon Group Ltd. The sale closed October 25, 2019.

At the Board’s meetings throughout the remainder of 2019 and the first half of 2020, the Board continued its review, consideration and discussion of the potential strategic transaction, process and parties. At these meetings the Board received, discussed and considered updates, information and materials from RRD’s senior management and the representatives of Centerview as to the progression of discussions with the parties in the strategic process. None of the discussions with the parties in the strategic process materialized into any offers or proposals for a strategic transaction with RRD, and by the second quarter of 2020 further discussions regarding a strategic transaction had stopped, as the Board’s focus shifted to RRD’s handling and preparedness for the impact of COVID-19.

On January 16, 2020, representatives of Atlas and Atlas’s financial advisor, Macquarie Group Limited (“Macquarie”), met with Mr. Knotts and Mr. Terry Peterson, RRD’s Executive Vice President and Chief Financial Officer, to generally discuss RRD’s business.

On February 10, 2020, Chatham issued a press release announcing that it sent a letter to the Board, as stated in the letter, urging the Board to immediately rescind the Original Rights Agreement. In the letter, Chatham also

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stated that it had observed that the Original Rights Agreement was put in place shortly after the Board became aware that Chatham had acquired more than 10% of the outstanding RRD Common Stock.

On February 12, 2020, Chatham issued another press release announcing that Chatham sent a letter to the Board requesting, as stated in the letter, that RRD publicly announce a plan for dealing with its near-term debt maturities and a comprehensive financing plan to optimize its capital structure relative to its competitive peer set. At this time, Chatham announced its ownership percentage of RRD Common Stock was 12.9% and that Chatham was the largest bondholder of RRD.

On February 20, 2020, the Board held a meeting, with a representative of Skadden present, to review and consider, among other matters, RRD’s business, strategy and strategic plan. Among the matters discussed and considered, the Board reviewed and discussed the Original Rights Agreement and the representative of Skadden reviewed with the Board the legal and process considerations in connection with the Original Rights Agreement and for a potential strategic transaction.

On February 26, 2020, RRD hosted a conference call to discuss its fourth quarter and annual financial performance for the period ended December 31, 2019.

On February 27, 2020, Chatham filed an initial Schedule 13D disclosing its ownership of 12.9% of the outstanding RRD Common Stock and that Chatham was the largest bondholder of RRD. In that filing, Chatham stated its belief that management had not addressed certain concerns that it had previously communicated to RRD, including by its public letter dated February 12, 2020. Chatham also stated its view that in order to maintain maximum flexibility, Chatham had determined to reduce its equity position below a 10% beneficial ownership interest, in accordance with the Original Rights Agreement, and to promptly file the Schedule 13D.

On February 28, 2020, Chatham issued a public letter to Mr. Jack Pope, the Board’s Chairman, and Mr. Knotts reiterating Chatham’s view that Chatham had ongoing concerns with certain policies and strategies of RRD and urged RRD to revoke the Original Rights Agreement.

On March 2, 2020, RRD responded to Chatham’s February 28, 2020 letter (which response was publicly disclosed by RRD), stating, among other things, that the Board continued to believe that it was in the best interests of RRD’s stockholders to keep the Original Rights Agreement in place as it was the Board’s view that no one person or group should acquire undue influence or control without paying a control premium through purchases of RRD Common Stock.

On March 2, 2020, RRD announced that it had sold its Courier Services business to TFI International Inc. (“TFI International”). RRD used the proceeds of the sale to reduce indebtedness.

On March 10, 2020, the Board held a meeting, with representatives of Skadden present, to review and consider, among other matters, a potential recapitalization transaction with Chatham, whereby RRD would agree to purchase and acquire from Chatham certain senior notes for cash. Among the matters discussed and considered, Skadden reviewed with the members of the Board the legal and process considerations in connection therewith.

On March 19, 2020, Chatham filed a Schedule 13G, amending its Schedule 13D filed on February 27, 2020, to announce that it had entered into a privately negotiated agreement to effect a series of refinancing transactions with RRD, which gave RRD additional liquidity and allowed it to address near-term maturities. The Schedule 13G disclosed that Chatham no longer held any securities of RRD with the purpose or effect of changing or influencing the control of RRD.

On March 25, 2020, Chatham filed an amendment to its Schedule 13G announcing that it no longer held 5% or more of the outstanding shares of RRD Common Stock.

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On April 2, 2020, the Board held a meeting, with representatives of Skadden present, to review and consider, among other matters, RRD’s business, strategy and strategic plan. Among the matters discussed and considered, the Board reviewed and discussed the Original Rights Agreement and the representatives of Skadden reviewed with the Board the legal and process considerations in connection with the Original Rights Agreement and for a potential strategic transaction.

On June 1, 2020, Chatham filed a new Schedule 13G announcing its ownership of approximately 7.5% of the outstanding RRD Common Stock.

On July 23, 2020, the Board held a meeting, with a representative of Skadden present, to review and consider, among other matters, RRD’s business, strategy and strategic plan. Among the matters discussed and considered, the Board reviewed and discussed the Original Rights Agreement (including its expiration in August 2020) and the representative of Skadden reviewed with the Board the legal and process considerations in connection with the Original Rights Agreement and for a potential strategic transaction.

On August 17, 2020, the Board, at a meeting with representatives of Skadden present, approved the First Amendment to Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement) to extend the final expiration date of the Rights Agreement from August 28, 2020 to August 28, 2021, which was effected without seeking stockholder approval (as stockholder approval was not legally required to take such action). The Board approved such one-year extension based on, among other matters, its determination that circumstances continued to warrant RRD maintaining the protections afforded by the Rights Agreement. On August 17, 2020, the last trading day prior to the public announcement of the First Amendment to Rights Agreement, the closing stock price of RRD Common Stock was $1.35. As of the end of RRD’s second quarter 2020, RRD’s aggregate outstanding indebtedness was $2,035,900,000.

On September 15, 2020, RRD announced that it had signed a definitive agreement to sell its DLS Worldwide Logistics business to TFI International for $225,000,000. On November 2, 2020, RRD announced that it had closed the sale of the DLS Worldwide Logistics business. RRD used the proceeds of the sale to reduce indebtedness.

On September 16, 2020, Chatham announced that it sent a letter to the Board disclosing that it had increased its ownership stake to 9.9% of the outstanding RRD Common Stock and Chatham’s recommendation that RRD use the proceeds from RRD’s sale of DLS Worldwide “to address its very quickly upcoming maturities, specifically the roughly $150,000,000 in debt coming due in March and April of 2021.” The letter also disclosed that Chatham was the largest bondholder of RRD at that time. On September 15, 2020, the closing stock price of RRD Common Stock was $1.37.

On October 27, 2020, RRD announced that it had notified holders of its 7.875% Senior Notes due March 15, 2021 that it would be redeeming the remaining $83,300,000 aggregate principal outstanding on the redemption date, which was December 4, 2020.

On October 27, 2020, RRD announced that it had signed a definitive agreement to sell its International Mail and Parcel Logistics business to ePost Global LLC. On November 3, 2020, RRD announced that it had closed the sale of International Mail and Parcel Logistics. RRD used the proceeds of the sale to reduce indebtedness.

On December 10, 2020, the Board held a meeting, with representatives of Centerview present, to review and consider, among other matters, RRD’s business, strategy and strategic plan.

Concurrently with the above, beginning in February 2020, RRD undertook a strategic process to consider a potential divestiture of RRD’s Asia Pacific print and packaging business. As part of the strategic process, RRD’s management engaged in preliminary discussions with certain private equity firms invited into the process, which private equity firms generally either had operations in Asia or had a history of strategic transactions in Asia.

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Chatham was not one of the parties that the Board determined to contact as part of this outreach for such potential divestiture. Following discussions and receipt of indications of interest, the Board determined that the strategic process did not materialize in an offer approaching the parameters acceptable to RRD, and RRD terminated the process in September 2020. On December 16, 2020, in response to a Bloomberg article regarding the potential sale of RRD’s Asia Pacific business, RRD stated in a press release that it was not currently engaged in discussions to sell its print and packaging business in Asia Pacific, but that RRD may consider one or more strategic transactions for any of its businesses in the future.

Background of the Merger—2021 through the Execution of the Original Atlas Merger Agreement

On February 16, 2021, Chatham filed a Schedule 13G/A disclosing its ownership percentage of RRD Common Stock of 9.9%.

On April 2, 2021, Mr. Timothy Fazio, Co-Managing Partner of Atlas Holdings LLC, and Mr. Knotts had a phone call, during which Mr. Fazio expressed Atlas’s interest in engaging in discussions with RRD regarding a potential strategic transaction. On April 21, 2021, members of RRD’s senior management team had a video conference call with Mr. Fazio and other representatives of Atlas, during which Atlas was provided with publicly available information concerning an overview of RRD’s business.

On April 29, 2021, Chatham issued a press release, announcing that it sent a letter to the Board stating Chatham’s position that RRD should “remov[e] the Company’s value destructive ‘poison pill,’ execut[e] a modest stock buyback program, and conduct[] a non-deal equity roadshow to educate the institutional investment community on RRD’s recent deleveraging and growth initiatives.”

On May 4, 2021, Mr. Fazio of Atlas and Mr. Knotts had a phone call to follow up on their previous discussions from April 2021.

On May 7, 2021, Institutional Shareholder Service Inc. (“ISS”) announced that it recommended that RRD stockholders vote against the election of all of RRD’s directors at RRD’s upcoming annual meeting, except for James Ray, Jr., due to the Board’s decision to extend the Rights Agreement without seeking stockholder approval of the extension.

In May 2021, RRD received three unsolicited indications of interest in its Asia Pacific print and packaging business and then commenced a second strategic process. As part of the strategic process and following further diligence, one of the interested parties submitted a subsequent non-binding indication of interest. Again, as the strategic process did not materialize in a binding offer, RRD determined to terminate the strategic process.

On May 10, 2021, Mr. Peterson and a representative of Chatham had a phone call to discuss ISS’s recent recommendation. During the call, consistent with the Board’s publicly announced recommendation that holders of RRD Common Stock vote for the election of all the members of the Board, Mr. Peterson sought Chatham’s confirmation that it would support the reelection of the Board at the annual meeting. On May 11, 2021, Mr. Peterson and a representative of Chatham had a phone call to discuss the Rights Agreement, during which the representative from Chatham expressed Chatham’s view and Chatham’s stated concern that the Rights Agreement was preventing institutional shareholders from investing in RRD.

On May 17, 2021, the Board, at a meeting with representatives of Skadden present, approved the Second Amendment to Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement), which raised from 10% to 15% the level of beneficial ownership by a non-Ordinary Course Institutional Investor that would “trigger” the Rights Agreement. Mr. Knotts also provided an update on the recent communications with representatives of Atlas regarding a potential strategic transaction with RRD. The Board made the determination to amend the Rights Agreement, which was effected without seeking stockholder approval (as stockholder approval was not legally required to take such action). Among

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other matters discussed and considered, the Board determined that, in the Board’s view, in light of present circumstances, there is continuing potential for one or more persons or groups to gain undue influence over or control of RRD through open market accumulations or other tactics. On May 17, 2021, the last trading day prior to the public announcement of the Second Amendment to Rights Agreement, the closing stock price of RRD Common Stock was $4.77. As of the end of RRD’s first quarter 2021, RRD’s aggregate outstanding indebtedness was $1,503,100,000.

On May 18, 2021, RRD announced the approval of the Second Amendment to Rights Agreement, noting further that “the Board expects that under current circumstances it would approve an extension of the Rights [Agreement] and submit the Rights [Agreement] to stockholders for ratification at the Company’s 2022 annual meeting of stockholders.”

On May 19, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, RRD’s business strategy and strategic plan and to evaluate strategic and financial opportunities to maximize stockholder value. The Board also reviewed and evaluated RRD’s financial projections prepared by RRD’s management, which had been prepared using three different sets of assumptions and scenarios (as defined and described in the section entitled “The Merger—Projections Prepared by RRD’s Management” beginning on page 82 of this Proxy Statement). Following discussion and consideration, the Board authorized and instructed RRD’s senior management to continue discussions with Atlas and provide Atlas with due diligence, subject to Atlas’s execution of a confidentiality agreement, with a view toward Atlas submitting a proposal for a potential transaction with RRD.

On May 21, 2021, Chatham filed an amendment to its Schedule 13G disclosing that it had increased its ownership to 10.4% of the outstanding RRD Common Stock.

On May 21, 2021, Deborah Steiner, RRD’s Executive Vice President, Chief Administrative Officer, General Counsel, Chief Compliance Officer and Corporate Secretary, sent to Mr. Fazio a confidentiality agreement for a potential negotiated transaction between RRD and Atlas. On May 27, 2021, Atlas’s outside legal counsel at Willkie Farr & Gallagher LLP (“Willkie”) sent to Ms. Steiner a revised draft of the confidentiality agreement. Thereafter, from May 28, 2021 until June 7, 2021, representatives of Willkie and Skadden exchanged drafts of the confidentiality agreement. On June 7, 2021, Atlas and RRD executed the confidentiality agreement (the “Atlas Confidentiality Agreement”). During the negotiation of the Atlas Confidentiality Agreement, Atlas disclosed that it (through affiliates) owned approximately 2.47% of the outstanding RRD Common Stock. In the Atlas Confidentiality Agreement, Atlas agreed (i) to an overall term of two years, with no early termination or expiration rights, (ii) to a standstill period of 12 months beginning on June 7, 2021, with no early termination or expiration rights, except upon RRD’s filing for bankruptcy protection, if applicable, (iii) that RRD was only sharing its confidential and proprietary information to Atlas in connection with a possible negotiated transaction between RRD and Atlas and (iv) that Atlas could not communicate with potential debt or equity financing sources without RRD’s prior written consent.

On May 26, 2021, Mr. Knotts and Mr. Fazio had a meeting at RRD’s offices in Warrenville, Illinois to discuss Atlas’s interest in a potential strategic transaction with RRD. On June 11, 2021, Mr. Fazio provided Mr. Knotts with an initial due diligence question list.

On June 24, 2021, members of RRD’s senior management team and representatives of Centerview held a management presentation with representatives of Macquarie, at RRD’s offices in Warrenville, Illinois. The management presentation contained, among other information, RRD Projections “Scenario 1” (as defined and described in the section entitled “The Merger—Projections Prepared by RRD’s Management” beginning on page 82 of this Proxy Statement). Thereafter, representatives of RRD provided additional due diligence to representatives of Atlas.

On July 13, 2021, the Board received a letter from Atlas providing for, among other terms stated therein, a non-binding, indication of interest to acquire 100% of RRD Common Stock at a price of $8.00 in cash per share

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of RRD Common Stock (the “July 13 Atlas Proposal”), assuming 80,300,000 shares of RRD Common Stock outstanding on a fully diluted basis, and stating that the July 13 Atlas Proposal was not subject to any financing condition. The July 13 Atlas Proposal represented an approximately 27.4% premium over the closing stock price of RRD Common Stock as of July 12, 2021.

On July 15, 2021, the Board issued a response letter to Chatham’s publicly filed letter on April 29, 2021. The Board’s letter stated, among other things, that RRD was not planning to redeem the Rights Agreement.

On July 15, 2021, the Board held a meeting, with representatives of Centerview present, to continue to review and consider, among other matters, RRD’s business strategy and strategic plan and to evaluate strategic and financial opportunities to maximize stockholder value. Centerview had prepared and distributed materials to the Board in advance of the meeting. The representatives of Centerview provided the Board with, among other information, financial analyses of RRD, a review and financial analysis of the July 13 Atlas Proposal and a review of certain other alternatives, including RRD’s existing strategic plan and RRD’s strategic process regarding RRD’s Asia Pacific print and packaging business. Following discussion and consideration, the Board determined that RRD should continue to consider the potential transaction with Atlas and authorized and instructed RRD’s senior management to continue discussions with Atlas and provide Atlas with further due diligence, with a view toward Atlas submitting an improved proposal for a potential transaction with RRD.

Thereafter, from July 15, 2021 through August 13, 2021, representatives of RRD provided additional due diligence to representatives of Atlas.

During the week of July 19, 2021, representatives of a private equity investment firm (“Party A”) contacted Mr. Knotts to express Party A’s interest in acquiring certain assets of RRD or engaging in a potential strategic transaction with RRD.

On July 28, 2021, Chatham filed a Schedule 13D disclosing that it had increased its ownership to 14.99% of the outstanding RRD Common Stock. Contemporaneously, Chatham issued a public letter urging the Board not to renew the Rights Agreement, which was set to expire on August 28, 2021. In the letter, Chatham recommended that the Board undertake a strategic review of RRD’s assets with an external advisor with a view, according to the letter, to unlocking the intrinsic value of RRD. Following Chatham’s issuance of this public letter, RRD’s share price increased 3.73%, up to $6.12 per share on July 29, 2021.

On July 29, 2021, the Board held a meeting, with representatives of Skadden present, to discuss and consider, among other matters, the Rights Agreement and RRD’s ongoing strategic processes. The Board also discussed and considered recent correspondence with and actions by Chatham. Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Skadden reviewed and discussed with the directors the Rights Agreement and their fiduciary duties in connection with the Rights Agreement and also their fiduciary duties and process considerations in connection with the ongoing strategic processes. The Board determined to consider these matters again at its next meeting.

On August 5, 2021, representatives of RRD, with Centerview present, met with representatives of Atlas and Macquarie to discuss certain commercial and financial due diligence matters at RRD’s offices in Warrenville, Illinois.

On August 6, 2021, Ms. Steiner sent to representatives of Party A a confidentiality agreement for a potential negotiated transaction between RRD and Party A. On August 9, 2021, Party A’s outside legal counsel sent to Ms. Steiner a revised draft of the confidentiality agreement. Thereafter, from August 9, 2021 until August 13, 2021, representatives of Party A’s outside legal counsel and Skadden exchanged drafts of the confidentiality agreement. On August 13, 2021, Party A and RRD executed the confidentiality agreement (the “Party A Confidentiality Agreement”). In the Party A Confidentiality Agreement, Party A agreed to a standstill period of 18 months beginning on August 13, 2021. Thereafter, representatives of RRD provided due diligence to

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representatives of Party A, including a management presentation by members of RRD’s senior management team with representatives of Party A. The management presentation contained, among other information, RRD Projections “Scenario 1.”

On August 13, 2021, the Board received a letter from Atlas providing for, among other terms stated therein, a non-binding, indication of interest to acquire 100% of RRD Common Stock at an improved price of $8.40 in cash per share of RRD Common Stock (the “August 13 Atlas Proposal”), assuming 80,900,000 shares of RRD Common Stock outstanding on a fully diluted basis, and stating that the August 13 Atlas Proposal was not subject to any financing condition. The August 13 Atlas Proposal also included a request for a 30-day exclusivity period. The August 13 Atlas Proposal represented an approximately (i) 37.5% premium over the closing stock price of RRD Common Stock as of August 12, 2021, and (ii) 33.8% premium over the closing stock price of RRD Common Stock as of July 12, 2021, the day prior to Atlas’s delivery of the July 13 Atlas Proposal.

On August 13, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to discuss and consider, among other matters, the Rights Agreement and RRD’s ongoing strategic processes. The representatives of Skadden reviewed with the directors their fiduciary duties in connection with the Rights Agreement and also their fiduciary duties and process considerations in connection with the August 13 Atlas Proposal and the ongoing strategic processes. The representatives of Centerview provided the Board with, among other information, process updates, a review of the August 13 Atlas Proposal and a review of Party A and its progression of due diligence. Following discussion and consideration, the Board determined that RRD should continue to consider a potential transaction with each of Atlas and Party A and authorized and instructed RRD’s senior management to continue discussions with each of Atlas and Party A and provide each of Atlas and Party A with further due diligence. The Board determined to not grant Atlas’s request for exclusivity.

Thereafter, from August 13, 2021 until the signing of the Original Atlas Merger Agreement on November 3, 2021, representatives of RRD provided additional financial, legal, accounting, tax and other due diligence to representatives of Atlas, including the population and making available of RRD’s virtual data room beginning on September 12, 2021, the execution of a clean team agreement on September 14, 2021 to facilitate certain diligence, and numerous commercial and functional management calls among representatives of RRD and Atlas and their respective advisors from August 14, 2021 through October 2021.

On August 24, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, RRD’s business strategy and strategic plan and to evaluate strategic and financial opportunities to maximize stockholder value. Centerview had prepared and distributed materials to the Board in advance of the meeting. The representatives of Centerview provided the Board with, among other information, financial analyses of RRD, a review and financial analyses of the August 13 Atlas Proposal, a review of Party A and its progression of due diligence (noting that Party A had not made a proposal), and a review of certain other potential strategic transactions, other strategic partners and other alternatives, including continued execution on RRD’s strategic plan. The representatives of Skadden reviewed with the directors their fiduciary duties and process considerations in connection with the August 13 Atlas Proposal and the ongoing strategic processes, and also discussed with the Board the potential merger agreement and next steps. The Board also discussed the Rights Agreement. Following discussion and consideration, the Board determined that RRD should continue to consider a potential transaction with each of Atlas and Party A and authorized and instructed RRD’s senior management to continue discussions with each of Atlas and Party A and provide each of Atlas and Party A with further due diligence.

On August 25, 2021, during a telephone call between representatives of Centerview and Party A, Party A indicated that it was interested in evaluating the potential acquisition of RRD at a price per share at or around RRD’s then 52-week high (approximately $7.15). The closing stock price of RRD Common Stock as of August 24, 2021 was $5.01.

On August 27, 2021, the Board held a meeting, with representatives of Skadden present, to discuss and consider, among other matters, potential actions regarding the Rights Agreement. The Board also discussed and considered

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recent correspondence with and actions by Chatham. Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Skadden reviewed with the directors the Rights Agreement and their fiduciary duties in connection with the Rights Agreement. Following discussion and consideration, the Board determined that it was in the best interests of RRD and its stockholders, including in light of the Board’s view that one or more persons or groups should not gain undue influence over or control of RRD without paying a control premium through open market accumulation or other tactics, to approve the Third Amendment to Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement) to extend the Rights Agreement to August 28, 2022 (or, if the Rights Agreement were not earlier approved or ratified by RRD’s stockholders at or prior to the 2022 annual meeting, on the business day following the certification of the voting results of the 2022 annual meeting), which was effected without seeking stockholder approval (as stockholder approval was not legally required to take such action). In addition, the Board discussed the process regarding both Atlas and Party A. Following discussion and consideration, the Board determined that RRD should continue to consider a potential transaction with each of Atlas and Party A and authorized and instructed RRD’s senior management to continue discussions with each of Atlas and Party A and provide each of Atlas and Party A with further due diligence.

Later on August 27, 2021, RRD publicly announced the Third Amendment to Rights Agreement. On August 26, 2021, the last trading day prior to the public announcement of the Third Amendment to Rights Agreement, the closing stock price of RRD Common Stock was $4.66.

On September 1, 2021, Chatham issued a press release announcing that it sent a letter to the Board expressing, as stated by Chatham, dismay concerning the Board’s decision to twice extend the Rights Agreement without seeking stockholder approval and over opposition from its stockholders and ISS, and Chatham further raised the possibility of Board refreshment. At this time, Chatham announced its ownership percentage of RRD Common Stock was 14.99% and that Chatham was the largest bondholder of RRD.

On September 2, 2021, a representative of Centerview called a representative of Party A to inquire about the status of Party A’s proposal.

On September 10, 2021, Party A indicated it would engage a leading third-party consulting firm, specializing in performance improvement, business optimization and restructuring, to further analyze and diligence RRD’s business. Thereafter, through mid-October 2021, representatives of RRD provided additional due diligence to representatives of Party A (including the specialty third-party consulting firm engaged by Party A), including a management meeting at RRD’s offices in Warrenville, Illinois on September 23, 2021 and the execution of a clean team agreement on September 30, 2021 to facilitate certain diligence.

On September 13, 2021, at a meeting between representatives of Chatham and Messrs. Peterson and Knotts, Chatham expressed its “firm” view that the Board should be “enhanced” with two new directors selected by RRD’s stockholders by the 2022 annual meeting.

On September 15, 2021, Chatham privately proposed to representatives of RRD Chatham’s position that the Board should (i) add two new directors who, in Chatham’s view, have strategic, capital allocation and governance expertise, (ii) appoint a new Chairman, (iii) immediately terminate the Rights Agreement and (iv) form a new strategic review and finance committee at the Board level that Chatham believed should focus on “monetizing RRD’s non-core assets, unlocking operational efficiencies and improving RRD’s capital allocation.”

On September 16, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to discuss and consider, among other matters, the proposals made by Chatham on September 15, 2021. In addition, the Board discussed the process regarding both Atlas and Party A. Following discussion and consideration, the Board determined that RRD should continue to consider a potential transaction with each of Atlas and Party A and instructed RRD’s senior management to continue discussions with each of Atlas and Party A and provide each of Atlas and Party A with further due diligence.

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On September 24, 2021, representatives of Skadden sent to representatives of Willkie the initial draft of a merger agreement for a transaction between RRD and Atlas. The initial draft of the merger agreement provided, among other terms, (i) for a go-shop process of 45 days, (ii) upon customary termination events of the merger agreement, a termination fee payable to Atlas of 1% of RRD’s equity value (or approximately $7,000,000) for go-shop terminations or 2% of RRD’s equity value (or approximately $14,000,000) for no-shop terminations and (iii) a “hell or high water” standard for required regulatory approvals, including a requirement that Atlas not make acquisitions during the period between signing and closing that would impose any delay in the obtaining of, or increase the risk of not obtaining, required regulatory approvals. On September 24, 2021, the closing price of RRD Common Stock was $4.38.

On September 27, 2021, Chatham issued a press release announcing that it sent a letter to the Board, and in the letter Chatham expressed its disappointment with, as stated in the letter, the Board’s inaction and lack of engagement with Chatham such that it was compelled to issue another public letter. In the letter, Chatham reiterated its view that a refreshed Board could, according to Chatham, unlock value at RRD. In the letter, Chatham also called for decreases in executive compensation and renewed its request that the Board appoint a new Chairman, add two new directors, immediately terminate the Rights Agreement and form a strategic review and finance committee. Chatham further stated that, if the Board failed to take these measures, it was Chatham’s position that it would have no choice but to commence a proxy contest to remove and replace one or more of RRD’s directors.

On October 4, 2021, representatives of RRD provided additional due diligence to the representatives of Party A and Party A’s advisors (including the specialty third-party consulting firm engaged by Party A), including the population and making available of RRD’s virtual data room.

On October 12, 2021, representatives of Willkie sent to representatives of Skadden a revised draft of the merger agreement. The revised draft of the merger agreement provided, among other terms, (i) the Atlas equity commitment, together with the debt commitment, would be sufficient to cover the purchase price, (ii) the deletion of the go-shop process, (iii) upon customary termination events of the merger agreement (and also three additional termination events introduced in the Willkie draft), a termination fee payable to Atlas of 3.5% of RRD’s enterprise value (or approximately $72,000,000), (iv) the deletion of the “hell or high water” standard for required regulatory approvals (and instead providing that Atlas would have no obligation to accept any remedies to obtain regulatory approval for the transaction), including the deletion of the requirement that Atlas not make acquisitions during the period between signing and closing that would impose any delay in the obtaining of, or increase the risk of not obtaining, required regulatory approvals and (v) the addition of a “marketing period” in connection with Atlas’s debt financing.

On October 12, 2021, Chatham submitted a public letter stating that Chatham was submitting a non-binding indication of interest to acquire the shares of RRD Common Stock not already owned by Chatham at a price of $7.50 in cash per share of RRD Common Stock, representing, as stated in the letter, a 52.1% premium over the prior day’s closing price of $4.93 per share, a 6.2% premium over the 52-week high of $7.06 per share, and a 92% premium over the 365-day volume-weighted average price of $3.91 per share. Chatham stated that given its familiarity with RRD, Chatham would require relatively limited due diligence. The letter also stated that Chatham had received a highly confident letter from Jefferies Group LLC (“Jefferies”) supporting Chatham’s ability to finance the transaction while also stating the transaction would not be subject to a financing condition (the “October 12 Chatham Proposal”). In addition, the October 12 Chatham Proposal stated that Chatham would equitize and/or subordinate $575,000,000 of RRD’s debt owned by Chatham and would provide up to $250,000,000 in new money equity and/or subordinated capital for the transaction, which the letter stated would constitute a significant deleveraging event for RRD. In the letter, Chatham estimated that RRD’s annual interest expense would decline by approximately $36,000,000, or 33%, for the four quarters ended June 30, 2021. The October 12 Chatham Proposal also stated the Chatham transaction would be subject to certain conditions, including receipt of any required governmental and third-party approvals (including required consents under material contracts and leases), confirmatory due diligence and the negotiation and execution of definitive

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agreements providing for the transaction. The October 12 Chatham Proposal specifically stated that a definitive agreement with Chatham would include “customary breakup fees” and a “fiduciary out” provision.

Later on October 12, 2021, RRD issued a statement that the Board, consistent with the directors’ fiduciary duties, and in consultation with its independent financial and legal advisors, would carefully review and consider the October 12 Chatham Proposal to determine the course of action that it believed would be in the best interests of RRD and its stockholders, and that stockholders did not need to take any action at this time.

Thereafter, representatives of Centerview contacted representatives of Jefferies for additional information on the financing and structure of the October 12 Chatham Proposal.

On October 13, 2021 and October 14, 2021, representatives of RRD provided additional due diligence to representatives of Party A (including the specialty third-party consulting firm engaged by Party A), including two management calls among representatives of RRD and Party A.

On October 15, 2021, representatives of Centerview sent to representatives of Atlas a list of certain key issues arising out of Atlas’s latest draft of the merger agreement, including with respect to the debt and equity financing structure, Atlas’s deletion of the go-shop provisions and Atlas’s changes to the required regulatory approvals and efforts standard, termination fees, the definition of “Company Material Adverse Effect” and certain matters pertaining to RRD’s equity compensation awards and plans (including as it related to RRD’s ability to effectively maintain and incentivize employees to the closing of a transaction). On October 16, 2021, following a telephone call between representatives of Centerview and representatives of Atlas, a representative of Atlas responded to a representative of Centerview by email, addressing the list of certain key issues, including Atlas (i) agreeing to a go-shop of 25 days plus 10 additional days to enter into an agreement with the lower termination fee applicable, (ii) proposing a termination fee payable to Atlas of $20,000,000 (or approximately 2.8% of RRD’s equity value) for go-shop terminations or $40,000,000 (or approximately 5.7% of RRD’s equity value) for no-shop terminations, (iii) agreeing to RRD’s proposal on the definition of “Company Material Adverse Effect,” (iv) generally deferring the decision on the required regulatory approvals and efforts standard until the parties further progressed due diligence and (v) generally agreeing to treat, in the ordinary course pursuant to the plan terms, RRD’s equity compensation awards and plans but subject to further due diligence and discussion.

On October 15, 2021, the Board received a letter from Atlas providing for, among other terms stated therein, a non-binding, indication of interest to acquire 100% of RRD Common Stock at a reconfirmed price of $8.40 in cash per share of RRD Common Stock (the “October 15 Atlas Proposal”), assuming 80,900,000 shares of RRD Common Stock outstanding on a fully diluted basis, and stating that Atlas had substantially completed due diligence and may be prepared to sign a merger agreement by November 3, 2021, and stating that the October 15 Atlas Proposal was not subject to any financing condition. The October 15 Atlas Proposal represented an approximately 29.8% premium over the closing stock price of RRD Common Stock as of October 14, 2021 and 70.4% premium over the closing stock price of RRD Common Stock as of October 11, 2021 (the unaffected closing stock price prior to the October 12 Chatham Proposal). In reconfirming the price of $8.40 in cash per share, representatives of Atlas communicated to RRD that the reconfirmed price had taken into account Atlas’s due diligence, including RRD’s disclosure that the strategic process to consider a potential divestiture of the Asia Pacific print and packaging business had not materialized into offers approaching the parameters acceptable to RRD and that, due to real estate market conditions in China, the buyer of RRD’s facility in Shenzhen had defaulted on its deposit payment of approximately $50,000,000 due September 2021.

On October 15, 2021, a representative of a private equity investment firm (“Party B”) contacted Mr. Knotts regarding a potential strategic transaction with RRD.

On October 17, 2021, representatives of Skadden and representatives of Willkie discussed the draft merger agreement on a conference call, including the list of certain key issues that Centerview had distributed to Macquarie on October 15, 2021.

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On October 18, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, RRD’s ongoing strategic processes. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Skadden reviewed with the directors their fiduciary duties and process considerations in connection with the October 12 Chatham Proposal, the October 15 Atlas Proposal and the ongoing strategic processes, and also reviewed with the Board the most recent version of the draft Atlas merger agreement and ancillary agreements, along with next steps. The representatives of Centerview provided the Board with, among other information, financial analyses of RRD, a review and financial analyses of the October 12 Chatham Proposal and October 15 Atlas Proposal (including a comparison of them), a review of the status of Party A and its progression of due diligence (noting that Party A had slowed engagement since the October 12 Chatham Proposal was made public), and a summary of an inbound communication from Party B. Following discussion and consideration, the Board determined that RRD should continue to consider a potential transaction with each of Atlas and Chatham and authorized and instructed RRD’s senior management to continue discussions with each of Atlas and Chatham and provide each of Atlas and Chatham with further due diligence, provided that in Chatham’s case Chatham first executes a confidentiality agreement on terms (including standstill terms) similar to Atlas’s and Party A’s confidentiality agreements.

On October 19, 2021, representatives of Skadden sent to representatives of Willkie a revised draft of the merger agreement. On October 21, 2021, representatives of Skadden sent to representatives of Willkie the initial draft of RRD’s disclosure letter to the merger agreement for a transaction between RRD and Atlas.

On October 20, 2021, representatives of Jefferies provided to Centerview additional information regarding the October 12 Chatham Proposal, and representatives of Centerview stated to Jefferies that RRD was willing to facilitate due diligence with Chatham in order for Chatham to refine its proposal, provided that Chatham sign a confidentiality agreement. On October 21, 2021, representatives of Centerview sent to representatives of Jefferies a proposed confidentiality agreement for a potential negotiated transaction with Chatham.

On October 21, 2021, a representative of Party B emailed Centerview, stating that Party B would not be able to submit a proposal exceeding the October 12 Chatham Proposal of $7.50 per share.

On October 22, 2021, representatives of Skadden and representatives of Willkie discussed the most recent draft of the merger agreement between RRD and Atlas on a conference call.

On October 24, 2021, representatives of Jefferies sent to representatives of Centerview a revised draft of the Chatham confidentiality agreement.

On October 26, 2021, representatives of Centerview sent to representatives of Jefferies a further revised draft of the confidentiality agreement.

On October 27, 2021, RRD announced in a press release that it would hold its third quarter earnings conference call on November 3, 2021.

On October 27, 2021, representatives of Willkie sent to representatives of Skadden a revised draft of the merger agreement. Thereafter, on October 27, 2021 and October 28, 2021, representatives of Skadden, Centerview, Willkie and Macquarie held various and separate conference calls to discuss potential termination fees and expense reimbursements in the merger agreement, including as applicable during the go-shop process and as applicable thereafter, among other provisions.

On October 27, 2021, a representative of Centerview called a representative of Party A to inquire about the status of Party A’s proposal, and Party A stated that, following Party A’s review and the review of its third-party consulting firm, Party A would not be able to submit a proposal exceeding the then current stock price of RRD Common Stock. Party A communicated that neither it nor its third-party consulting firm had identified

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optimization, improvement or restructuring scenarios different from those already identified by RRD that would enable Party A to increase the value of its proposal. The closing stock price of RRD Common Stock as of October 26, 2021 was $6.60.

On October 27, 2021, representatives of Skadden and representatives of Chatham’s legal counsels, Olshan Frome Wolosky LLP (“Olshan”) and Lowenstein Sandler LLP (“Lowenstein”), further negotiated the confidentiality agreement on a conference call. Representatives of each of Olshan and Lowenstein advised representatives of Skadden that Chatham would not agree to RRD’s proposed standstill provisions as drafted, because, according to the representatives of Olshan and Lowenstein, as RRD’s largest stockholder Chatham would not agree to “surrender” its stockholder rights to potentially conduct a “vote no” campaign, nominate a competing slate of directors for election at the next annual meeting or undertake its own tender offer to acquire RRD. On October 28, 2021, representatives of each of Olshan and Lowenstein sent to representatives of Skadden a further revised draft of the confidentiality agreement.

On October 27, 2021, the Human Resources Committee of the Board held a meeting, with a representative of Skadden present, to consider and discuss certain human resources, employee and compensation matters under the Atlas merger agreement and as part of RRD’s strategic process, among other things.

On October 28, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, RRD’s ongoing strategic processes. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Centerview provided the Board with, among other information, a review and update on the strategic process and potential strategic transactions, including that each of Party A and Party B had withdrawn from the process, and including a potential timeline for a potential transaction with Atlas. The Board, together with Centerview and Skadden, also reviewed the October 12 Chatham Proposal and Chatham’s progression of negotiations on the confidentiality agreement. The representatives of Centerview also provided the Board with a review of the potential go-shop process under the Atlas merger agreement. The representatives of Skadden reviewed with the directors their fiduciary duties and process considerations and also reviewed with the Board the most recent version of the draft Atlas merger agreement and ancillary agreements, along with next steps. Also on October 28, 2021, representatives of each of Olshan and Lowenstein sent to representatives of Skadden a further revised draft of the confidentiality agreement.

On October 29, 2021, representatives of Skadden sent to representatives of Willkie a revised draft of the merger agreement, and representatives of Willkie sent to representatives of Skadden a revised draft of the disclosure letter. On October 30, 2021 and continuing until November 3, 2021, representatives of Skadden and representatives of Willkie discussed various matters on RRD’s disclosure letter. The representatives of Skadden and Willkie also continued discussion regarding the required regulatory approvals for a transaction with Atlas.

On October 30, 2021, representatives of Skadden sent to representatives of Olshan and Lowenstein a further revised draft of the confidentiality agreement.

On October 30, 2021, representatives of Willkie sent to representatives of Skadden an initial draft of Atlas’s equity commitment letter. Thereafter, until November 3, 2021, representatives of Skadden and representatives of Willkie negotiated the terms of the equity commitment letter. Among the terms negotiated by representatives of Skadden and Willkie, the equity commitment letter was ultimately revised to confirm that the aggregate equity commitment would be an amount not to exceed $900,000,000 and that RRD would have third-party beneficiary and recourse rights in the event of certain breaches, including Atlas’s failure to close the merger in certain situations.

On October 31, 2021, a representative of Atlas emailed a representative of Centerview a revised proposal on various points in the draft merger agreement and disclosure letter matters, including as to the termination fees, termination date and an increase in price to $8.52 per share of RRD Common Stock (the “October 31 Atlas

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Proposal”). Thereafter, on October 31, 2021, representatives of Skadden and representatives of Willkie discussed the October 31 Atlas Proposal on a conference call. The October 31 Atlas Proposal represented an approximately 33.1% premium over the closing stock price of RRD Common Stock as of October 29, 2021 and 72.8% premium over the closing stock price of RRD Common Stock as of October 11, 2021 (the unaffected closing stock price prior to the October 12 Chatham Proposal).

On October 31, 2021, representatives of each of Olshan and Lowenstein sent to representatives of Skadden a further revised draft of the confidentiality agreement. Thereafter, on October 31, 2021, representatives of Skadden and representatives of each of Olshan and Lowenstein further negotiated the confidentiality agreement on conference calls and over various emails.

On a conference call on November 1, 2021, between representatives of each of Olshan and Lowenstein and representatives of Skadden, the representatives of each of Olshan and Lowenstein requested that the confidentiality agreement would be executed by November 3, 2021, in advance of the earnings call. Additionally, representatives from Olshan and Lowenstein made a concession and stated that Chatham would agree to a standstill expiring February 18, 2022, but that after February 18, 2022 Chatham was not willing to be restricted by any other provision in the confidentiality agreement that would purport to restrict Chatham from pursuing a tender offer, proxy solicitation campaign or other transaction involving RRD, including specifically not having any restriction on Chatham’s ability to use any of RRD’s confidential and proprietary information in pursuit of the foregoing. The representatives of Skadden said that they would communicate this position to RRD and, in turn, that Skadden would return the next draft of the confidentiality agreement. However, later on November 1, 2021, the representatives of each of Olshan and Lowenstein purported to provide a final version of the confidentiality agreement, in which Chatham had continued to propose that the entire confidentiality agreement would terminate (including the standstill and any restrictions on Chatham’s use of RRD’s confidential and proprietary information) upon RRD’s public announcement of a change of control transaction (which would include the proposed transaction with Atlas). Representatives of Skadden replied that the confidentiality agreement was not in agreed form and that RRD would continue negotiations of the confidentiality agreement following RRD’s third quarter earnings release and conference call, which had been scheduled for the morning of November 3, 2021 (i.e., in approximately 36 hours). Later on November 1, 2021, a representative of Olshan emailed a representative of Skadden, reiterating Olshan’s view that the confidentiality agreement was in final form and expressing disagreement with the timeline set forth by the representative of Skadden (i.e., that negotiations would resume in approximately 36 hours).

On November 1, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider RRD’s ongoing strategic processes. The representatives of Skadden reviewed with the Board the status of negotiations with Atlas, as well as the status of negotiations for the Chatham confidentiality agreement. The representatives of Centerview and Skadden provided the Board with, among other information, a review of the proposed termination fees in the Atlas merger agreement and Atlas’s proposed increase in price, from $8.40 per share to $8.52 per share of RRD Common Stock. The Board, after discussions with Centerview and Skadden, determined proposed next steps on the merger agreement, including the proposed termination fees and expense reimbursements, and the required regulatory approvals. After consideration and discussion, including regarding Chatham’s positions on the confidentiality agreement (including that, as proposed by Chatham, the confidentiality agreement with Chatham would terminate upon the public announcement of a strategic transaction with another party (which would include the Atlas transaction)), the Board determined that RRD and its legal advisors would focus on potential finalization of the terms of the Atlas transaction and defer further discussions on the Chatham confidentiality agreement until after RRD’s third quarter earnings release and conference call, which had been scheduled for the morning of November 3, 2021.

On November 1, 2021, representatives of Willkie sent to representatives of Skadden a revised draft of the merger agreement, and representatives of Skadden sent to representatives of Willkie a revised draft of the disclosure letter. Thereafter, on November 1, 2021, representatives of Centerview held several calls with representatives of Atlas to discuss the terms of the merger agreement, including the termination fees and expense reimbursements, and the outside date. Among other matters covered, Atlas had stated its agreement to RRD’s most recent proposal

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on termination fees and expense reimbursements, which were, during the go-shop and extension period thereafter, $15,000,000 for a termination fee and $5,000,000 in expense reimbursements (representing, in the aggregate, approximately 2.84% of RRD’s equity value), and, thereafter, $20,000,000 for a termination fee and $8,000,000 in expense reimbursements (representing, in the aggregate, approximately 3.98% of RRD’s equity value), and $10,000,000 in expense reimbursements in the event stockholders do not approve the transaction (representing approximately 1.42% of RRD’s equity value).

On November 1, 2021, representatives of Willkie sent to representatives of Skadden an initial draft of Atlas’s debt commitment letter. Thereafter, until November 2, 2021, representatives of Skadden and representatives of Willkie negotiated the terms of the debt commitment letter.

On the afternoon of November 2, 2021, Chatham issued a press release stating Chatham’s view of the status of Chatham’s discussions with RRD. In the press release, Chatham stated that it had devoted significant time and resources to negotiate the Chatham confidentiality agreement with RRD to commence discussions and due diligence regarding the October 12 Chatham Proposal, and that it was Chatham’s position that the confidentiality agreement was ready to execute but instead RRD had opted to delay discussions until after its third quarter earnings release. The press release stated that it reaffirmed the October 12 Chatham Proposal and called on RRD to immediately execute a confidentiality agreement with Chatham on Chatham’s proposed terms. The press release also stated that Chatham had increased its ownership of RRD’s outstanding debt by approximately $78,800,000, which according to the press release was a demonstration of Chatham’s commitment to ensure a successful financing, and which according to the press release would result in over a full turn of deleveraging, from 3.9x to 2.8x, under the terms of the October 12 Chatham Proposal, if consummated.

On the evening of November 2, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. Before inviting Centerview into the meeting, a representative of Skadden summarized for the Board the fees paid and payable to Centerview (including the transaction fee payable only upon consummation of a transaction) and reviewed the relationship disclosure that Centerview had provided to the Board. Representatives of Skadden discussed with the Board the outcome of the negotiations with Atlas following the Board’s last meeting on November 1, 2021, along with the other terms of the draft merger agreement and other transaction documents, including the debt and equity commitment letters. The representatives of Skadden also reviewed with the directors their fiduciary duties and process considerations in connection with the October 31 Atlas Proposal and Chatham’s November 2, 2021 reaffirmation of the October 12 Chatham Proposal. The representatives of Centerview provided the Board with, among other information, financial analyses of the October 31 Atlas Proposal and reviewed with the Board Centerview’s financial analysis of the merger consideration under the October 31 Atlas Proposal, including the use of “Scenario 1” as the RRD Projections.

At approximately 9:00 p.m. Chicago time on the evening on November 2, 2021, The Wall Street Journal published an article on its website stating that RRD was preparing to announce a transaction with Atlas at approximately $8.50 per share.

Throughout the day on November 2, 2021 through the early morning hours of November 3, 2021, representatives of Skadden and Willkie continued to exchange drafts of various transaction documents and discussed various issues.

At approximately 1:00 a.m. Chicago time and approximately four hours after The Wall Street Journal article was published, on the morning of November 3, 2021, Chatham submitted a revised non-binding proposal (the “November 3 Chatham Proposal”) to RRD referencing The Wall Street Journal article and stating that Chatham was prepared to increase the October 12 Chatham Proposal from $7.50 to “$9.00 to $9.50 per share in cash if we can immediately execute a confidentiality agreement, conduct appropriate due diligence and commence good faith negotiations with the Company.”

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Later that same morning, at 4:45 a.m. Chicago time on November 3, 2021 (such meeting beginning approximately three hours and 45 minutes after Chatham made the November 3 Chatham Proposal), the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting, which materials were further supplemented orally by the representatives of each of Centerview and Skadden to reflect the most recent developments, including regarding the November 3 Chatham Proposal. Representatives of Skadden discussed with the Board the outcome of the negotiations with Atlas following the Board’s last meeting on November 2, 2021. The representatives of Skadden also reviewed with the directors their fiduciary duties and process considerations in connection with the November 3 Chatham Proposal and the October 31 Atlas Proposal. The representatives of Centerview provided the Board with, among other information, preliminary review of the November 3 Chatham Proposal and a financial review of the October 31 Atlas Proposal. Regarding the November 3 Chatham Proposal, the Board, together with Centerview and Skadden, discussed and considered a range of matters, including the value offered, terms and conditions, certainty and risks of closing and potential timeline (including comparisons with the October 31 Atlas Proposal), and the Board’s view that the go-shop and no-shop provisions in the merger agreement would permit the Board to continue to engage with Chatham and other parties. Next, the representatives of Centerview reviewed with the Board Centerview’s financial analysis of the Atlas merger consideration and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Atlas merger consideration to be paid to the holders of RRD Common Stock (other than shares held by RRD or any subsidiary of RRD (including shares held as treasury stock), or held by Atlas Parent or Atlas Acquisition Sub or any of their wholly owned subsidiaries, together with any shares held by any affiliate of RRD or Atlas Parent) pursuant to the Original Atlas Merger Agreement was fair, from a financial point of view, to such holders. After consultation with Centerview and Skadden, the Board unanimously (i) approved the Original Atlas Merger Agreement and the transactions contemplated by the Original Atlas Merger Agreement, including the Atlas Merger and the Fourth Amendment to Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement) (such that the rights under the Rights Agreement shall not become exercisable by virtue of the Atlas Merger), (ii) determined that the Original Atlas Merger Agreement, the Atlas Merger and the other transactions contemplated by the Original Atlas Merger Agreement are advisable and in the best interests of RRD and its stockholders, (iii) resolved to recommend that the stockholders of RRD vote in favor of the approval of the Atlas Merger, the Original Atlas Merger Agreement and the transactions contemplated thereby and the adoption of the Original Atlas Merger Agreement and (iv) directed that the Original Atlas Merger Agreement and the transactions contemplated thereby, including the Atlas Merger, be submitted to a vote of the stockholders of RRD at a special meeting.

Shortly thereafter, on November 3, 2021, RRD, Atlas Parent and Atlas Acquisition Sub executed the Original Atlas Merger Agreement and related ancillary documents, and RRD executed the Fourth Amendment to Rights Agreement, and publicly announced the transaction.

Background of the Merger—2021 Following the Execution of the Original Atlas Merger Agreement Through the Execution of the Merger Agreement

As required by the Original Atlas Merger Agreement (and the Atlas Merger Agreement), from and after the execution of the Original Atlas Merger Agreement through the execution of the Merger Agreement, RRD (i) provided access to Atlas Parent and Atlas Acquisition Sub any non-public information that RRD provided in writing to potential acquirors that was not previously made available to Atlas Parent or Atlas Acquisition Sub substantially concurrently with the time it was provided to such potential acquirors (and in any event within 48 hours thereof), (ii) notified Atlas Parent and Atlas Acquisition Sub of any alternative acquisition proposals or any other written proposals or inquiries received by RRD that would reasonably be expected to lead to an alternative acquisition proposal and (iii) kept Atlas Parent reasonably informed, on a prompt basis (but in no event later than 24 hours), of the status and any material developments regarding any such alternative

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acquisition proposals or any material changes to the material terms of any such alternative acquisition proposals.

On November 3, 2021, following RRD’s announcement of the Original Atlas Merger Agreement and RRD’s third quarter earnings release and conference call, representatives of Jefferies and Centerview held a conference call during which Jefferies expressed Chatham’s interest in continuing discussions with RRD. Later that day, representatives of each of Olshan and Lowenstein sent to representatives of Skadden a revised draft of the confidentiality agreement in substantially the same form as Chatham’s most recent draft prior to the announcement of the Original Atlas Merger Agreement, with certain other changes to reflect that RRD had signed the Original Atlas Merger Agreement.

On November 4, 2021, representatives of Skadden sent to representatives of each of Olshan and Lowenstein a further revised draft of the confidentiality agreement. On a November 4, 2021 conference call, a representative of Skadden informed the representatives of Olshan and Lowenstein that the terms being offered to Chatham were consistent with the terms of the Atlas Confidentiality Agreement and required by the recently signed Original Atlas Merger Agreement (i.e., not materially less favorable in the aggregate to RRD). Representatives of Olshan and Lowenstein reiterated Olshan and Lowenstein’s position that Chatham, being a large RRD stockholder, would not agree to a standstill term that would last through the closing of the Original Atlas Merger Agreement and, as stated by Olshan and Lowenstein, thereby “forfeit” its stockholder rights to speak out against the Original Atlas Merger Agreement, and requested that RRD seek a waiver from Atlas under the Original Atlas Merger Agreement that would permit RRD to agree to a standstill of 25 calendar days for Chatham—to match the length of the “go-shop” period under the Original Atlas Merger Agreement. While not agreeing to any particular term for the standstill, representatives of Skadden stated that RRD would, at Chatham’s request, request such a waiver from Atlas under the Original Atlas Merger Agreement. On November 4, 2021, representatives of Skadden sent Atlas and its counsel at Willkie the waiver request.

On November 3 and November 4, 2021, representatives of Centerview contacted 12 potential parties (in addition to Chatham, Party A and Party B, with whom Centerview had been in contact prior to November 3, 2021) to determine their interest in participating in RRD’s go-shop process, which parties had previously been reviewed and considered by the Board at the Board’s October 28, 2021 meeting. On November 4, 2021, after an initial discussion and as part of the go-shop process, representatives of Centerview provided a privately owned strategic party (“Party C”) with a proposed confidentiality agreement. In 2019, Party C had previously engaged with RRD, on a limited basis, regarding a potential strategic transaction, but the discussions did not materialize into a transaction proposal.

On November 5, 2021, after an initial discussion and as part of the go-shop process, representatives of Centerview provided a privately owned strategic party (“Party D”) with a proposed confidentiality agreement.

On November 6, 2021, representatives of Skadden and representatives of Willkie discussed the waiver request. Later on November 6, 2021, representatives of Skadden emailed representatives of each of Olshan and Lowenstein, stating that the minimum Chatham standstill period RRD would agree to was eight months, and also stating this period was consistent with Atlas’s remaining standstill period and would be the minimum period RRD would offer to all other parties that come forward in the go-shop process.

On November 8, 2021, representatives of each of Olshan and Lowenstein emailed representatives of Skadden, reiterating Chatham’s position that Chatham “should not have to give up its rights as a stockholder to participate in the Go-Shop process.” Representatives of Olshan and Lowenstein advised representatives of Skadden that Chatham remained willing to sign Chatham’s most recent and purported final (by Olshan and Lowenstein) draft of the confidentiality agreement that was shared with Skadden on November 3, 2021. Representatives of Olshan and Lowenstein stated that in their view the Board should request a full waiver of the confidentiality requirements under the Original Atlas Merger Agreement.

On November 9, 2021, RRD and Party C entered into a confidentiality agreement consistent with the terms of the Atlas Confidentiality Agreement (the “Party C Confidentiality Agreement”), and, on November 10, 2021,

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representatives of RRD provided to representatives of Party C RRD’s management presentation and other due diligence materials via a virtual data room. In the Party C Confidentiality Agreement, Party C agreed (i) to an overall term of two years, with no early termination or expiration rights, (ii) to a standstill period of 12 months beginning November 9, 2021, with no early termination or expiration rights, (iii) that RRD was only sharing its confidential and proprietary information to Party C in connection with a possible negotiated transaction between RRD and Party C and (iv) that Party C could not communicate with potential debt or equity financing sources without RRD’s prior written consent.

On November 10, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, at which it reviewed, among other things, the November 3 Chatham Proposal and status of the go-shop process. Regarding the go-shop process, the representatives of Centerview reviewed with the Board that of the 15 parties contacted by Centerview, including 12 during the go-shop process, seven parties had formally declined to participate, five had not responded to make their intentions clear and three had been provided a confidentiality agreement (being Chatham, Party C and Party D).

Later on November 10, 2021, Party D formally declined to participate in the go-shop process.

On November 12, 2021, representatives of Skadden sent to representatives of each of Olshan and Lowenstein a letter (which was also publicly disclosed by RRD), reiterating RRD’s desire to engage with Chatham regarding Chatham’s interest in potentially making a binding proposal in a negotiated transaction, provided that Chatham enter into an appropriate confidentiality agreement with RRD. In the letter, RRD again informed Chatham that it was being offered a confidentiality agreement consistent with the Atlas Confidentiality Agreement.

On November 16, 2021, Chatham submitted an unsolicited revised “fully binding all-cash firm offer” to acquire all RRD Common Stock not already owned by Chatham for $9.10 per share in cash (the “November 16 Chatham Proposal”) to RRD. The November 16 Chatham Proposal also stated that if the termination fees payable to Atlas under the Original Atlas Merger Agreement were eliminated, Chatham would increase its offer to $9.34 per share. The November 16 Chatham Proposal was supported by a debt commitment letter led by Jefferies Finance in an aggregate amount of up to $1,675,000,000 and a capital commitment letter from CAM and the Chatham Funds pursuant to which CAM and the Chatham Funds agreed to provide an additional $100,000,000 of capital, roll over all shares of RRD Common Stock collectively beneficially owned by Chatham, valued at approximately $99,400,000 (based on the proposed purchase price of $9.10 per share), and equitize and/or subordinate into PIK instruments up to $748,400,000 of the aggregate principal amount of RRD’s outstanding notes that Chatham then currently owned. The November 16 Chatham Proposal also included Chatham’s agreement to pay $20,000,000 of the termination fee payable under the Original Atlas Merger Agreement in connection with the termination of the Original Atlas Merger Agreement and entry into a merger agreement with Chatham prior to December 9, 2021, when the termination fee payable to Atlas would increase. The termination fee payable to Atlas would be refundable to Chatham by RRD if the merger agreement with Chatham were to be terminated under certain conditions. In connection with the November 16 Chatham Proposal, Chatham also submitted executed (by Chatham and its affiliates) drafts of the Chatham merger agreement, the commitment letters and other related transaction documents. The November 16 Chatham Proposal further included a copy of the Chatham Complaint (as described in the section entitled “Summary—Legal Proceedings Regarding the Merger” beginning on page 11 of this Proxy Statement), which had been filed in the Court of Chancery that morning.

On November 17, 2021, RRD, with representatives of Centerview present, held a management presentation with Party C. During the management presentation, a representative of Party C stated that Party C was interested in making a proposal to acquire RRD and was working quickly to assemble partners and financing sources.

Later in the day on November 17, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to discuss the status of the go-shop process, including discussions with Party C, and the November 16 Chatham Proposal. Following discussion and consideration, the Board authorized and instructed RRD’s senior management and advisors to continue discussions with Party C and Chatham, in each case subject to compliance with the Original Atlas Merger Agreement.

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On November 18, 2021, RRD entered into a clean team agreement with Party C to facilitate certain diligence. Thereafter, representatives of RRD provided additional due diligence to representatives of Party C, including its outside legal, accounting and financial advisors.

On November 18, 2021, representatives of Centerview and representatives of Jefferies discussed the sources and uses components of the November 16 Chatham Proposal on a conference call. On the same day, representatives of Skadden sent to representatives of each of Olshan and Lowenstein a request for a conference call to discuss the November 16 Chatham Proposal, and included with their request a list of items to facilitate discussion.

On November 19, 2021, representatives of Skadden and representatives of each of Olshan and Lowenstein discussed the items contained in the list provided by Skadden on November 18, 2021, with representatives of Skadden noting that, pursuant to the Original Atlas Merger Agreement, RRD could not deliver disclosure schedules to Chatham given the lack of a confidentiality agreement. During the discussion, representatives of Olshan and Lowenstein reiterated that Chatham would not agree to any confidentiality agreement that contained a standstill period through the closing of an alternate merger agreement; however, representatives of Olshan and Lowenstein stated possible alternative mechanics to consummate the transaction without the prior entry into a confidentiality agreement. Representatives of Olshan and Lowenstein also stated that they were open to changes to address several of the items raised by RRD in Skadden’s discussion list and would discuss these items with Chatham and revert with revised materials.

On November 21, 2021, representatives of each of Olshan and Lowenstein provided representatives of Skadden with revised transaction documents for the November 16 Chatham Proposal. Thereafter, on November 22, 2021, November 23, 2021 and November 24, 2021, the representatives of Skadden distributed revised drafts of the transaction documents to the representatives of each of Olshan and Lowenstein.

On November 23, 2021, representatives of Centerview and representatives of Jefferies held follow-up discussions regarding the sources and uses components of the November 16 Chatham Proposal.

On November 23, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, at which it reviewed, among other things, the November 16 Chatham Proposal and status of the go-shop process. Following discussion and consideration, the Board instructed RRD’s senior management and advisors to continue discussions with Party C and Chatham, in each case subject to compliance with the Original Atlas Merger Agreement.

On November 24, 2021, representatives of each of Olshan, Lowenstein, Skadden and Latham & Watkins LLP, as counsel to Jefferies, participated in a conference call to discuss the revised drafts of the transaction documents.

On November 26, 2021, the representatives of each of Olshan and Lowenstein distributed revised drafts of the transaction documents for the November 16 Chatham Proposal to the representatives of Skadden.

On November 27, 2021, the representatives of Skadden and representatives of each of Olshan and Lowenstein further negotiated the terms of the transaction documents on a conference call.

On November 27, 2021 and as part of the “go-shop” process set forth in the Original Atlas Merger Agreement, RRD received an alternative acquisition proposal from Party C for $10.00 per share in cash, subject to other terms and conditions, including due diligence (the “November 27 Party C Proposal”).

On November 28, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, and determined, in good faith after consultation with both Centerview and Skadden, that each of the November 16 Chatham Proposal and November 27 Party C Proposal would reasonably be expected to lead to a “Superior Proposal” under the terms of the Original Atlas Merger Agreement, thereby making each of Chatham and Party C an “Excluded Party” under the terms of the Original Atlas Merger Agreement. The Board authorized and instructed RRD’s senior management and advisors to continue discussions with Chatham and Party C, in each case subject to compliance with the Original Atlas Merger Agreement.

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On the morning of November 29, 2021, RRD announced the expiration of the “go-shop” period set forth in the Original Atlas Merger Agreement and the qualification of each of Chatham and Party C as “Excluded Parties” under the terms of the Original Atlas Merger Agreement.

During the afternoon of November 29, 2021, Chatham submitted a revised unsolicited “firm, fully-financed” all-cash offer to acquire all of the RRD Common Stock not already owned by Chatham at a price equal to $10.25 per share (the “November 29 Chatham Proposal”) to RRD. The November 29 Chatham Proposal was also publicly disclosed by Chatham. The November 29 Chatham Proposal was supported by a debt commitment letter led by Jefferies Finance in an aggregate amount of up to $1,675,000,000, a capital commitment letter from Chatham in an amount of up to $350,000,000, a rollover of all shares of RRD Common Stock beneficially owned by Chatham, having a value of approximately $112,000,000 based on the revised purchase price of $10.25 per share, and the equitization and/or subordination into PIK instruments of up to $787,300,000 of the aggregate principal amount of RRD’s outstanding notes that Chatham then currently owned. The November 29 Chatham Proposal also reaffirmed Chatham’s agreement to pay the $20,000,000 termination fee payable to Atlas under the Original Atlas Merger Agreement and, as stated in the letter, urged RRD to work expeditiously with Chatham prior to the increase of the termination fee and expense reimbursement that would occur on December 9, 2021 under the terms of the Original Atlas Merger Agreement. The November 29 Chatham Proposal stated that Chatham reserved the right to modify the offer if RRD did not declare the November 29 Chatham Proposal a “Superior Proposal” under the terms of the Original Atlas Merger Agreement by 5:00 p.m. EST on December 1, 2021. The letter also acknowledged that RRD had “received an offer from a strategic party to acquire RRD at a price equal to $10.00 per share as part of its ‘go-shop’ process.”

Included with the November 29 Chatham Proposal, the representatives of each of Olshan and Lowenstein distributed revised drafts of the transaction documents to the representatives of Skadden. Thereafter, on November 29, 2021, November 30, 2021 and December 1, 2021, the representatives of Skadden and each of Olshan and Lowenstein continued to exchange drafts and negotiate the terms of the transaction documents for the November 29 Chatham Proposal. Among the matters negotiated, at the request of RRD, Chatham agreed that the November 29 Chatham Proposal would remain binding on and irrevocable by Chatham until 11:59 p.m. Chicago time on December 9, 2021.

On November 29, 2021 and November 30, 2021, representatives of Skadden and representatives of Party C’s outside legal counsel discussed a potential transaction between RRD and Party C, including certain legal due diligence, corporate and antitrust matters. In addition, on November 30, 2021, representatives of RRD, with Centerview present, held a diligence call with representatives of Party C.

On November 30, 2021, representatives of Skadden delivered to representatives of each of Olshan and Lowenstein a draft signing mechanics letter (the “Chatham Signing Mechanics Letter”), pursuant to which Chatham would deliver the merger agreement and other related documents with respect to the November 29 Chatham Proposal, executed by Chatham and to be held in escrow and subject to release if certain conditions described therein were met. Over the course of November 30, 2021, representatives of each of Olshan and Lowenstein and representatives of Skadden negotiated the terms of the Chatham Signing Mechanics Letter.

On December 1, 2021, representatives of Olshan delivered to representatives of Skadden the fully executed Chatham Signing Mechanics Letter, attaching the executed versions of the transaction documents. In the executed Chatham Signing Mechanics Letter, Chatham agreed to hold open the November 29 Chatham Proposal until 11:59 p.m., Central Time, on December 9, 2021.

On December 1, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. Among other matters considered, the Board unanimously determined, (i) in good faith, after consulting with Centerview and Skadden, that the November 29 Chatham Proposal (including the terms and conditions of the transaction documents for the November 29 Chatham Proposal) constituted a “Superior Proposal” under the

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terms of the Original Atlas Merger Agreement, (ii) in good faith, after consulting with Centerview and Skadden, that the failure to terminate the Original Atlas Merger Agreement for the purpose of RRD’s entering into the definitive agreements for the November 29 Chatham Proposal would be inconsistent with the fiduciary duties required of the Board under applicable law and (iii) subject to the terms and conditions of the Original Atlas Merger Agreement, that the Board intended to terminate the Original Atlas Merger Agreement in order for RRD to enter into the definitive agreements for the November 29 Chatham Proposal.

Shortly thereafter, on December 1, 2021, RRD delivered notice to Atlas that, subject to the terms and conditions of the Original Atlas Merger Agreement, RRD intended to terminate the Original Atlas Merger Agreement as soon as December 8, 2021, and RRD issued a press release that the Board had unanimously determined that the November 29 Chatham Proposal constituted a “Superior Proposal” as defined in the Original Atlas Merger Agreement, and that pursuant to the Original Atlas Merger Agreement, Atlas had the opportunity through December 7, 2021 (the “Negotiation Period”) to negotiate an amendment of the Original Atlas Merger Agreement such that the November 29 Chatham Proposal would no longer constitute a Superior Proposal.

On December 2, 2021, RRD filed its initial preliminary proxy statement.

On December 3, 2021, representatives of RRD, with Centerview present, met with representatives of Party C to discuss certain commercial and financial due diligence matters at RRD’s offices in Warrenville, Illinois. Thereafter, representatives of RRD provided additional due diligence to representatives of Party C, including management calls among representatives of RRD and Party C on December 6, 2021.

On December 6, 2021, representatives of Olshan emailed representatives of Skadden inquiring as to the status of a press release with respect to the Chatham merger agreement. Representatives of Skadden responded that a draft would be distributed that evening. In the evening of December 6, 2021, representatives of Skadden distributed a draft press release with respect to the merger agreement and proposed changes to the merger agreement.

On December 6, 2021, representatives of Willkie called representatives of Skadden to inform them that Willkie would be distributing proposed amendments to the Original Atlas Merger Agreement and related ancillary documents the following day. On the morning of December 7, 2021, representatives of Willkie sent to representatives of Skadden a proposed amendment to the Original Atlas Merger Agreement, which provided, among other terms, (i) an indication that Atlas would be proposing a revised per share purchase price, (ii) increased termination fees and expense reimbursements, (iii) a representation by RRD that the November 29 Chatham Proposal of $10.25 per share no longer constituted a “Superior Proposal” nor would such proposal reasonably be expected to lead to a “Superior Proposal,” in each case under the terms of the Atlas Merger Agreement, and (iv) a waiver by RRD to permit Atlas to communicate with any person in connection with a potential transaction involving RRD without RRD’s consent. In addition, the representatives of Willkie provided amendments to the Atlas Confidentiality Agreement and Atlas equity commitment letter, which provided, among other terms, (i) with respect to the Atlas Confidentiality Agreement, changes to the standstill similar to those agreed to by RRD in connection with the November 29 Chatham Proposal and (ii) with respect to the Atlas equity commitment letter, the inclusion of a damages cap of $50,000,000 in certain circumstances where Atlas Parent or Atlas Acquisition Sub would be required to pay RRD damages under the Atlas Merger Agreement.

On December 7, 2021, representatives of Olshan distributed revised proposed changes to the merger agreement and draft press release to representatives of Skadden. Later on December 7, 2021, representatives of each of Olshan and Skadden exchanged revised drafts of the merger agreement and press release, and representatives of Olshan inquired as to the timing of the issuance of the press release and timing of the Board’s decision. Representatives of Skadden advised that the Negotiation Period with Atlas had not yet concluded.

On the afternoon of December 7, 2021, representatives of Atlas called representatives of Centerview to supplement the materials provided by Willkie, stating that Atlas would be increasing its offer price to $10.35 per share in cash and that Atlas would be proposing that the termination fees and expense reimbursements be proportionally increased by approximately 21.5% (representing the percentage increase from $8.52 to $10.35).

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On the early evening of December 7, 2021, representatives of Skadden sent to representatives of Willkie a revised draft of the amendment to the Original Atlas Merger Agreement, which provided, among other terms, (i) for no increases to the termination fees or expense reimbursements, (ii) a revision to the representation by RRD that the November 29 Chatham Proposal of $10.25 per share no longer constituted a “Superior Proposal” under the terms of the Atlas Merger Agreement, to delete the words “nor would such proposal reasonably be expected to lead to a Superior Proposal” and (iii) a deletion of the waiver proposed by Atlas to permit Atlas to communicate with any person in connection with a potential transaction involving RRD without RRD’s consent.

At approximately 11:00 p.m. Chicago time on December 7, 2021, representatives of Willkie sent to representatives of Skadden and representatives of RRD an email providing for Atlas’s improved proposal to acquire 100% of RRD Common Stock at a price of $10.35 in cash per share (the “December 7 Atlas Proposal”), along with further revised drafts of the amendments to the Original Atlas Merger Agreement, Atlas equity commitment letter and Atlas Confidentiality Agreement. With respect to the amendments to the Original Atlas Merger Agreement, the December 7 Atlas Proposal provided (i) a “no-shop” termination fee of $24,296,000 and expense reimbursement of $9,718,000 (which, in each case, represented a proportional increase of approximately 21.5% from the amounts in the Original Atlas Merger Agreement, being $20,000,000 and $8,000,000, respectively), (ii) in the event holders of RRD Common Stock do not approve the Atlas Merger Agreement, an expense reimbursement of $12,148,000, and (iii) a waiver to permit Atlas to communicate with any person in connection with a potential transaction involving RRD without RRD’s consent in the event the Board has made a “Change of Recommendation” under the terms of the Atlas Merger Agreement, the Atlas Merger Agreement has been terminated or RRD has delivered a notice of “Superior Proposal” under the terms of the Atlas Merger Agreement.

On the morning of December 8, 2021, representatives of Olshan emailed representatives of Skadden regarding the Negotiation Period.

On December 8, 2021, representatives of Centerview and representatives of Atlas discussed the sources and uses components of the December 7 Atlas Proposal on a conference call.

On December 8, 2021, representatives of Skadden distributed revised draft transaction documents to representatives of each of Olshan and Lowenstein.

On December 8, 2021, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, RRD’s ongoing strategic processes with each of Atlas, Chatham and Party C. Centerview had prepared and distributed materials to the Board in advance of the meeting. Among the matters discussed and considered, the Board, together with Centerview and Skadden, reviewed the proposed terms and conditions of the December 7 Atlas Proposal. The representatives of Skadden reviewed with the directors their fiduciary duties and process considerations and also reviewed with the Board the most recent versions of the draft amendments to the Original Atlas Merger Agreement and related ancillary documents. The Board instructed the representatives of Centerview and Skadden to seek to negotiate (i) a lower “no-shop” termination fee and expense reimbursement than had been proposed by Atlas, (ii) a higher damages cap in the circumstances where Atlas Parent or Atlas Acquisition Sub would be required to pay RRD damages under the Atlas Merger Agreement and (iii) a requirement that Atlas seek RRD’s consent to communicate with any potential co-bidders or debt or equity financing sources in connection with a potential transaction involving RRD.

Shortly thereafter, on December 8, 2021, representatives of Skadden sent to representatives of Willkie revised drafts of the amendments to the Original Atlas Merger Agreement and related ancillary documents, which provided, among other terms, (i) a “no-shop” termination fee of $20,000,000 and expense reimbursement of $10,000,000, (ii) a damages cap of $60,000,000 in the circumstances where Atlas Parent or Atlas Acquisition Sub would be required to pay RRD damages under the Atlas Merger Agreement and (iii) a deletion of the waiver to permit Atlas to communicate with any person in connection with a potential transaction involving RRD

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without RRD’s consent. Later in the evening on December 8, 2021, the representatives of Skadden and Willkie further negotiated the terms of the December 7 Atlas Proposal, during which it was proposed that (i) the “no-shop” termination fee would remain $20,000,000 but the expense reimbursement would increase to $12,000,000 in respect of Atlas’s continued costs and expenses in connection with the Atlas Merger (or approximately 3.73% of RRD’s equity value based on $10.35 per share), (ii) the damages cap would be $60,000,000 and (iii) Atlas would be required to seek RRD’s consent to communicate with any person in connection with a potential transaction involving RRD.

On December 9, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Centerview reviewed with the Board Centerview’s financial analysis of the consideration to be paid pursuant to the proposed amendment to the Original Atlas Merger Agreement and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the consideration to be paid to the holders of RRD Common Stock (other than shares held by RRD or any subsidiary of RRD (including shares held as treasury stock), or held by Atlas Parent or Atlas Acquisition Sub or any of their wholly owned subsidiaries, together with any shares held by any affiliate of RRD or Atlas Parent) pursuant to the proposed amendment to the Original Atlas Merger Agreement was fair, from a financial point of view, to such holders. The representatives of Skadden reviewed with the directors their fiduciary duties in connection with the proposed amendments to the Original Atlas Merger Agreement and related ancillary documents and also their fiduciary duties and process considerations in connection with the December 7 Atlas Proposal and November 29 Chatham Proposal. Among other matters considered, the Board unanimously determined, (i) in good faith, after consulting with Centerview and Skadden, that the November 29 Chatham Proposal (including the terms and conditions of the transaction documents for the November 29 Chatham Proposal) no longer constituted a “Superior Proposal” under the terms of the Atlas Merger Agreement (but the Board did not determine that the November 29 Chatham Proposal was not reasonably likely to lead to a “Superior Proposal” under the terms of the Atlas Merger Agreement) and (ii) approved the amendments to the Original Atlas Merger Agreement and related ancillary documents and the transactions contemplated thereby.

Shortly thereafter, on December 9, 2021, RRD, Atlas Parent and Atlas Acquisition Sub executed the amendments to the Original Atlas Merger Agreement and related ancillary documents and publicly announced the transaction.

At approximately 4:40 p.m. EST on December 9, 2021 (i.e., three hours after the announcement of the amendment to the Original Atlas Merger Agreement), Chatham submitted a revised “firm, fully-financed all-cash offer” to acquire all of the RRD Common Stock not already owned by Chatham at a price equal to $10.85 per share (the “December 9 Chatham Proposal”) to RRD. The December 9 Chatham Proposal continued to be supported by a debt commitment letter led by Jefferies Finance, in an aggregate amount of up to $1,675,000,000, a capital commitment letter from Chatham in an amount of up to $400,000,000, a rollover of all shares of RRD Common Stock beneficially owned by Chatham, having a value of approximately $118,600,000 based on the revised purchase price of $10.85 per share, and the equitization and/or subordination into PIK instruments of up to $795,300,000 of the aggregate principal amount of RRD’s outstanding notes that Chatham then currently owned. The December 9 Chatham Proposal also reaffirmed Chatham’s agreement to pay $20,000,000 in respect of the termination fee payable to Atlas under the Atlas Merger Agreement (but did not address the $12,000,000 expense reimbursement payable under the Atlas Merger Agreement). The December 9 Chatham Proposal stated that it would expire at 11:59 p.m. EST on December 13, 2021. In connection with the December 9 Chatham Proposal, representatives of Olshan and Lowenstein delivered revised drafts of the transaction documents, reflecting the revised terms of the December 9 Chatham Proposal.

Shortly after receiving the December 9 Chatham Proposal, a representative of Skadden called the representatives of each of Olshan and Lowenstein to clarify the December 9 Chatham Proposal. The Skadden representative explained that the Atlas Merger Agreement (including prior to the amendment) required “at least four

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(4) Business Days’ prior written notice” before RRD could validly terminate the Atlas Merger Agreement; in addition, “substantially concurrently” with any such termination, RRD was required to effect the payment of the applicable termination fee and expense reimbursement, and, therefore, the stated expiration of the December 9 Chatham Proposal was not acceptable. The representatives of each of Olshan and Lowenstein stated their disagreement with the timeline explained by the representative of Skadden. Following this conversation, the representatives of each of Olshan and Lowenstein sent to Skadden an amendment to the December 9 Chatham Proposal (i) extending the expiration date to 9:00 a.m. ET on December 14, 2021 and (ii) clarifying that the December 9 Chatham Proposal contemplated that Chatham would pay, on RRD’s behalf, the applicable termination fee of $20,000,000 to Atlas under the Atlas Merger Agreement and that RRD would pay the applicable expense reimbursement of $12,000,000 to Atlas under the Atlas Merger Agreement.

On the evening of December 9, 2021, upon the conclusion of the “go-shop” period under the Atlas Merger Agreement, RRD delivered to Party C a return or destroy notice as contemplated by the Party C Confidentiality Agreement.

On December 10, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. Among other matters considered, the Board unanimously determined, (i) in good faith, after consulting with Centerview and Skadden, that the December 9 Chatham Proposal (including the terms and conditions of the transaction documents for the December 9 Chatham Proposal) constituted a Superior Proposal, (ii) in good faith, after consulting with Centerview and Skadden, that the failure to terminate the Atlas Merger Agreement for the purpose of RRD’s entering into the definitive agreements for the December 9 Chatham Proposal would be inconsistent with the fiduciary duties required of the Board under applicable law and (iii) subject to the terms and conditions of the Atlas Merger Agreement, that the Board intended to terminate the Atlas Merger Agreement in order for RRD to enter into the definitive agreements for the December 9 Chatham Proposal, subject to the condition that Chatham agreed to extend the December 9 Chatham Proposal until 9:05 a.m. Chicago time on December 17, 2021 (the “Timing Condition”).

Shortly thereafter, on December 10, 2021, RRD delivered notice to Atlas that, subject to the terms and conditions of the Atlas Merger Agreement, RRD intended to terminate the Atlas Merger Agreement at 9:00 a.m. Chicago time on December 17, 2021, and RRD issued a press release publicly announcing that the Board had determined that the December 9 Chatham Proposal constituted a “Superior Proposal” under the terms of the Atlas Merger Agreement, subject to the Timing Condition.

Later on December 10, 2021, RRD delivered a letter to Chatham regarding the Board’s determination that the December 9 Chatham Proposal constituted a “Superior Proposal” under the terms of the Atlas Merger Agreement (subject to the Timing Condition) and also to, according to the letter, “correct several of the misstatements” that Chatham had made regarding the Board’s process, including Chatham’s statements criticizing the Board’s process as having deprived stockholders of receiving the maximum price for their shares. In the letter, RRD stated, among other things, that as part of the Board’s strategic process, Chatham had submitted offers (including non-binding offers) at various times of $7.50, $9.00-$9.50, $9.10 and $10.25, and following each such offer the Board had obtained a superior offer, and finally the Board’s process had resulted in Chatham submitting the December 9 Chatham Proposal of $10.85 per share. Later on December 10, 2021, Chatham delivered to RRD a demand letter under Section 220 of the DGCL for a stockholder list and other materials in connection with the special meeting of RRD’s stockholders to be held in connection with the Atlas Merger Agreement, and a letter concerning RRD’s previously filed proxy statement in respect of the Atlas Merger Agreement and the transactions contemplated thereby (the “Chatham Claims”).

On the evening of December 10, 2021, representatives of Willkie delivered to representatives of Skadden a waiver and consent request under the Atlas Confidentiality Agreement to permit Atlas to communicate with any potential co-bidders or debt or equity financing sources in connection with a potential transaction involving RRD without RRD’s consent. Representatives of Willkie also called the representatives of Skadden to state that it was

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very unlikely Atlas would be able to improve its proposal unless it had unrestricted ability to communicate with other parties, including Party C, and that Atlas was considering sending a notice waiving the four business day matching period under the Atlas Merger Agreement.

Late in the evening of December 10, 2021, representatives of Skadden distributed to the representatives of each of Olshan and Lowenstein revised drafts of the proposed merger agreement and ancillary agreements in respect of the December 9 Chatham Proposal, including a confidentiality agreement to be entered into prior to a potential signing of a merger agreement with Chatham (the “Proposed Pre-Signing Chatham Confidentiality Agreement”), which Proposed Pre-Signing Chatham Confidentiality Agreement was consistent with the terms of the Atlas Confidentiality Agreement and in accordance with the Atlas Merger Agreement (i.e., not materially less favorable in the aggregate to RRD). Thereafter, through December 13, 2021, the representatives of Skadden and each of Olshan and Lowenstein exchanged drafts of the proposed merger agreement and ancillary agreements and continued to negotiate the terms and conditions thereof.

On December 11, 2021, RRD received a letter from Chatham (dated December 9, 2021) agreeing to extend the December 9 Chatham Proposal until 9:05 a.m. Chicago time on December 17, 2021, addressing RRD’s request regarding the Timing Condition.

In addition, representatives of Olshan and Lowenstein distributed to the representatives of Skadden a revised draft of the Proposed Pre-Signing Chatham Confidentiality Agreement. On December 12, 2021, a representative of Skadden communicated to the representatives of Olshan and Lowenstein that the revisions to the Proposed Pre-Signing Chatham Confidentiality Agreement were not acceptable to RRD, as stated by the representative of Skadden, both in the context of RRD’s current strategic process and because they were not in compliance with the terms of the Atlas Merger Agreement. Accordingly, representatives of Skadden provided representatives of Olshan and Lowenstein with a confidentiality agreement proposed to be entered into concurrently with the potential signing of the merger agreement in respect of the December 9 Chatham Proposal (the “Chatham Confidentiality Agreement”).

On December 12, 2021, Atlas delivered a written notice to RRD waiving the four business day matching period under the Atlas Merger Agreement. Concurrently, the representatives of Willkie contacted the representatives of Skadden to reiterate Atlas’s position that it was very unlikely that Atlas would be able to improve its proposal unless it had the unrestricted ability to communicate with other parties, including Party C, and therefore was requesting the waiver under the Atlas Confidentiality Agreement.

On December 14, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. The representatives of Skadden reviewed with the directors their fiduciary duties and process considerations in connection with the December 9 Chatham Proposal. The representatives of Centerview provided the Board with, among other information, a financial review of the December 9 Chatham Proposal. Next, the representatives of Centerview reviewed with the Board Centerview’s financial analysis of the Merger Consideration and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of RRD Common Stock (other than Excepted Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, see the section entitled “The Merger—Opinion of Centerview Partners LLC” beginning on page 75 of this Proxy Statement. After considering various factors, including those described in this Proxy Statement, and after consultation with Centerview and Skadden, the Board unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the Fifth Amendment to Rights Agreement (as defined in the section entitled “The Merger—Rights Agreement” beginning on page 106 of this Proxy Statement) (such that the rights under the Rights Agreement shall not become exercisable by virtue of the Merger), (ii) determined that the Merger Agreement, the Merger and the

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other transactions contemplated by the Merger Agreement are advisable and in the best interests of RRD and its stockholders, (iii) resolved to recommend that the stockholders of RRD vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement, (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the stockholders of RRD at a special meeting and (v) (a) determined to grant Atlas’s waiver and consent request under the Atlas Confidentiality Agreement to permit Atlas to communicate with any potential co-bidders or debt or equity financing sources in connection with a potential transaction involving RRD without RRD’s consent, except with respect to Chatham and (b) in connection with the foregoing, determined to grant Party C a similar waiver and consent under the Party C Confidentiality Agreement. Shortly thereafter, RRD provided such a waiver and consent to each of Atlas and Party C under their respective confidentiality agreements.

Thereafter, on December 14, 2021, (i) RRD terminated the Atlas Merger Agreement, (ii) RRD paid Atlas $12,000,000 in respect of the expense reimbursement required under the Atlas Merger Agreement, (iii) Chatham paid Atlas $20,000,000 in respect of the termination fee required under the Atlas Merger Agreement, (iv) RRD, Parent and Acquisition Sub executed the Merger Agreement and related ancillary documents (including the Chatham Confidentiality Agreement) and RRD executed the Fifth Amendment to Rights Agreement, (v) CAM and RRD filed a stipulation in the Court of Chancery, as described in the section entitled “Terms of the Merger Agreement—Other Covenants—Stockholder Litigation” beginning on page 127 of this Proxy Statement in respect of the Chatham Action, (vi) Chatham delivered a letter to RRD withdrawing and reserving the Chatham Claims, as described in the section entitled “Terms of the Merger Agreement—Other Covenants—Stockholder Litigation” beginning on page 127 of this Proxy Statement and (vii) RRD publicly announced the transaction.

Background of the Merger—2021 and 2022 Following the Execution of the Merger Agreement

As required by the Merger Agreement, from and after the execution of the Merger Agreement, RRD (i) provided access to Parent and Acquisition Sub any non-public information that RRD provided to potential acquirors (being only Party C) that was not previously made available to Parent or Acquisition Sub prior to or substantially concurrently with the time it was provided to such potential acquirors (and in any event within 48 hours thereof), (ii) notified Parent and Acquisition Sub of any alternative acquisition proposals or any other written proposals or inquiries received by RRD that would reasonably be expected to lead to an alternative acquisition proposal (being only the December 27 Party C Proposal and Updated December 27 Party C Proposal (each as defined below)) and (iii) kept Parent reasonably informed, on a prompt basis (but in no event later than 24 hours), of the status and any material developments regarding any such alternative acquisition proposals or any material changes to the material terms of any such alternative acquisition proposals (being only the December 27 Party C Proposal and Updated December 27 Party C Proposal). In addition, from and after the execution of the Merger Agreement, (a) Chatham, together with its legal, financial and other representatives, conducted due diligence on RRD and (b) each of RRD and Parent took, or caused to be taken, certain actions contemplated by or otherwise in connection with the Merger Agreement and transactions contemplated thereby.

On December 15, 2021, as required by the Merger Agreement, RRD delivered to Atlas a return or destroy notice as contemplated by the Atlas Confidentiality Agreement. On December 24, 2021, Atlas confirmed it had complied with the return or destroy request.

On December 15, 2021, the Board received a letter from representatives of Party C stating that Party C remains “fully committed to pursuing a transaction with the Company” and requested that RRD waive Party C’s obligation to return or destroy RRD’s confidential information. As required by the Merger Agreement, representatives of Skadden referred Party C to the “no-shop” provisions of the Merger Agreement and that the return or destroy request delivered to Party C remained unchanged. On December 20, 2021, Party C confirmed it had complied with the return or destroy request.

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On December 27, 2021, RRD disclosed that it had recently identified a systems intrusion in its technical environment. RRD stated that it is in the early stages of its investigation and assessment of the security event and cannot determine at this time the extent of the material adverse impact, if any, from such event on its business, results of operations or financial condition.

On the evening of December 27, 2021, RRD received an unsolicited non-binding Alternative Acquisition Proposal from Party C to acquire 100% of RRD Common Stock at a price of $11.00 in cash per share of RRD Common Stock (the “December 27 Party C Proposal”), subject to, among other conditions, further due diligence by Party C and the negotiation by the parties of definitive agreements for the transaction. The December 27 Party C Proposal included “highly confident letters” of $2,050,000,000 from an investment bank and $418,000,000 from an equity sponsor, and also stated that Party C had $200,000,000 cash on hand in support of the proposed transaction, while also stating the proposed transaction would not be subject to a financing condition. Both letters from the investment bank and equity sponsor were subject to due diligence, and the equity sponsor’s letter was conditioned on the receipt of a third-party quality of earnings report, among other conditions. Among other terms and conditions in the December 27 Party C Proposal, the proposed merger agreement provided by Party C (i) required that, upon the parties’ entry into the December 27 Party C Proposal, Chatham will have released and discharged the Chatham Action and Chatham Claims and have entered into an agreement to vote its shares of RRD Common Stock to approve the merger agreement for a transaction with Party C (collectively, the “Chatham-Related Covenants”) and (ii) acknowledged that Party C will pay, on RRD’s behalf, the $20,000,000 Atlas Termination Fee Refund and $12,000,000 expense reimbursement that would be payable to Chatham in the event the Merger Agreement is terminated by RRD in this circumstance.

On December 28, 2021, RRD delivered notice to Parent of the December 27 Party C Proposal. Later that day, representatives of Olshan and Lowenstein delivered to representatives of Skadden a letter from Parent to RRD (the “December 28 Chatham Letter”), responding to the December 27 Party C Proposal. Chatham has summarized the letter to RRD as follows: “In the letter, Parent detailed why the [December 27 Party C Proposal] did not constitute a ‘Superior Proposal’ or would reasonably be expected to lead to a Superior Proposal under the terms of the Merger Agreement. The letter underscored two clear issues with the [December 27 Party C Proposal]: (1) the entire proposal is highly conditional, subject to ‘important commercial due diligence’ without any contemplated time frame; and (2) it lacks committed financing, a critical piece of the proposal which is highly conditional in its own right….” Chatham further stated its view that since, according to Chatham, the December 27 Party C Proposal was highly conditional, non-binding and subject to due diligence without any set deadlines, Chatham believed RRD would be in breach of its obligations under the Merger Agreement if RRD determined to engage with Party C and provide Party C with access to confidential information. The letter did not address Chatham’s position on the Chatham-Related Covenants.

On December 29, 2021, the Board held a meeting, with representatives of Centerview and Skadden present. Each of Centerview and Skadden had prepared and distributed materials to the Board in advance of the meeting. Among other matters considered and determined by the Board (including making all the determinations required to be made under Section 5.5(c) of the Merger Agreement), the Board unanimously (i) determined that the December 27 Party C Proposal constitutes a bona fide written Alternative Acquisition Proposal that did not result from or arise out of a breach of Section 5.5 of the Merger Agreement, (ii) determined, in good faith, after consulting with Centerview and Skadden, that the December 27 Party C Proposal would reasonably be expected to lead to a Superior Proposal, (iii) determined that the Party C confidentiality agreement is a customary confidentiality agreement for this type of transaction and otherwise complies with the Merger Agreement and (iv) authorized and instructed RRD and its advisors to engage in discussions, negotiations and diligence with Party C and its advisors, on certain terms determined by the Board. In reaching these determinations, the Board considered, among various other factors and considerations (including those set forth in the December 28 Chatham Letter), the higher price per share represented by the December 27 Party C Proposal; Party C’s knowledge of and familiarity with RRD’s business and the industry in which it operates; the substantial due diligence that Party C had completed during the go-shop process under the Atlas Merger Agreement; Party C’s retention of sophisticated advisors and backing by credible financing sources; and Party C’s commitment in the

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December 27 Party C Proposal to pay the aggregate $32,000,000 termination fee refund and expense reimbursement under the Merger Agreement; in the proposed merger agreement provided by Party C, Party C had made few changes to the Merger Agreement; and Party C’s determination that the only required antitrust approvals are the United States, Poland and Netherlands (and RRD has recent experience with Poland and Netherlands as it had made filings in each such country in connection with the Atlas Merger Agreement).

On December 29, 2021, at the request of representatives of Skadden (on behalf of RRD), representatives of Olshan and Lowenstein (on behalf of Chatham) provided a limited waiver of the time period under Section 5.2(a)(iii) of the Merger Agreement so that RRD could file its amendment to the initial preliminary proxy statement on December 30, 2021. In the early afternoon of December 30, 2021, RRD filed an amendment to its initial preliminary proxy statement.

On December 30, 2021, representatives of each of Centerview and Skadden had calls with Party C’s legal and financial advisors regarding the December 27 Party C Proposal. Thereafter, on December 30, 2021, representatives of RRD provided additional due diligence to Party C and Party C’s representatives and advisors, including the population and making available of RRD’s virtual data room.

On December 30, 2021, RRD delivered to Parent a letter (the “December 30 RRD Letter”) responding to the December 28 Chatham Letter, in which RRD responded to, and generally disagreed with, the items and positions raised by Parent in the December 28 Chatham Letter. Since the December 30 RRD Letter, RRD and Chatham have not further discussed or corresponded regarding the items and positions in the December 28 Chatham Letter or the December 30 RRD Letter.

On January 3, 2022, representatives of RRD, together with representatives of Centerview and Skadden, held a conference call with Party C and its legal and financial advisors to discuss the December 27 Party C Proposal and a potential timeline to Party C submitting a binding proposal. Among other matters discussed, Party C indicated it was targeting January 21, 2022 for a submission of a binding proposal.

On January 4, 2022, representatives of Skadden and Party C’s legal advisors had a call to discuss the December 27 Party C Proposal, including the Chatham-Related Covenants. The representatives of Skadden expressed RRD’s position that the Chatham-Related Covenants should be removed from any subsequent drafts of the proposed merger agreement for a transaction with Party C.

On January 6, 2022, representatives of Skadden sent to Party C’s legal advisors the initial draft of RRD’s disclosure letter to the merger agreement for a potential transaction between RRD and Party C.

Throughout the weeks ending January 8, 2022 and January 15, 2022, representatives of RRD, with representatives of Centerview and Skadden present at certain sessions, held numerous in-person and virtual due diligence sessions regarding RRD and its business and operations.

On January 11, 2022, the Board held a meeting, with representatives of Centerview and Skadden present, to continue to review and consider, among other matters, (i) the progression of the actions being taken, or caused to be taken, by the parties as contemplated by or otherwise in connection with the Merger Agreement and the transactions contemplated thereby and (ii) the progression of Party C’s due diligence and the status of the December 27 Party C Proposal. Among other matters determined, the Board set the Record Date for the Special Meeting as the close of business on January 18, 2022 and delegated to management to set the date for the Special Meeting within the range of dates discussed with the Board. RRD had provided conditional notice of the Record Date to the NYSE on January 7, 2022.

On January 13, 2022, RRD disclosed certain updates regarding actions taken in response to a systems intrusion in its technical environment, which had been previously disclosed on December 27, 2021, including that RRD had taken steps to further enhance its security measures safeguarding its information technology environment. RRD

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stated that its investigation and assessment of the event is ongoing, and that it cannot determine at this time the extent of the material adverse impact, if any, from the event on its business, results of operations or financial condition.

On January 15, 2022, representatives of Skadden sent to Party C’s legal advisors supplements to the initial draft of RRD’s disclosure letter to the merger agreement for a potential transaction between RRD and Party C.

On January 18, 2022, RRD disclosed certain updates regarding actions taken in response to a systems intrusion in its technical environment, which had been previously disclosed on December 27, 2021 and January 13, 2022, including that RRD had become aware that certain of its corporate data was accessed and exfiltrated, the nature of which is being actively examined. RRD stated that its investigation and assessment of the event is ongoing, and that it cannot determine at this time the extent of the material adverse impact, if any, from the event on its business, results of operations or financial condition.

On the evening of January 18, 2022, representatives of Centerview had a call with Party C’s financial advisor to discuss certain updates to the December 27 Party C Proposal (as so updated, the “Updated December 27 Party C Proposal”), including, among other terms and conditions, and as communicated by Party C’s financial advisor: (i) an increase in the offered price to $11.50 in cash per share of RRD Common Stock and (ii) removal of the Chatham-Related Covenants from the proposed merger agreement for a transaction with Party C. In addition, Party C’s financial advisors informed representatives of Centerview that Party C had substantially completed its financial, legal, tax and other due diligence on RRD and its business. Party C’s financial advisors further noted that the updates to the December 27 Party C Proposal do not include committed debt or equity financing and that Party C would require an additional three weeks to obtain such committed financing, which Party C expected on February 8, 2022. Finally, Party C’s financial advisors indicated that, in lieu of the binding proposal that was previously expected on January 21, 2022 based on the timeline provided by Party C, the Updated December 27 Party C Proposal continued to remain non-binding and subject to certain other terms and conditions, including obtaining committed financing.

On the early morning of January 20, 2022, Party C delivered to RRD a letter confirming the Updated December 27 Party C Proposal that had been communicated on January 18, 2022. In the letter, Party C also stated that it anticipated that regulatory approvals for the transaction contemplated by the December 27 Party C Proposal could be obtained in approximately two to three months following signing of a definitive merger agreement. The letter did not provide new financing papers or new highly confident letters from its financing sources demonstrating its ability to finance the $11.50 per share offer price plus the costs and expenses to refinance certain existing debt and pay related fees and expenses in connection with a potential transaction.

Shortly thereafter, on January 20, 2022, RRD issued a press release publicly announcing that it had received the Updated December 27 Party C Proposal. Similar to the press release issued on December 29, 2021 in connection with the December 27 Party C Proposal, in the January 20, 2022 press release RRD continued to state that the Updated December 27 Party C Proposal is and remained non-binding and subject to certain terms and conditions. Prior to RRD issuing the January 20, 2022 press release, representatives of Olshan requested, on behalf of Chatham, to delay filing the press release until RRD received updated letters from Party C’s financing sources demonstrating it could finance an acquisition of RRD at the new proposed offer price.

Later on January 20, 2022, Chatham delivered a letter to RRD setting forth its views that the Updated December 27 Party C Proposal is “illusory.” In the letter, Chatham stated that the December 27 Party C Proposal did not include updated letters from its financing sources to support Party C’s increased offer price of $11.50. Rather, according to Chatham in the letter, the high confidence letters originally submitted with the December 27 Party C Proposal appeared insufficient by approximately $40,000,000 and, as stated in the letter, were “stale” to support Party C’s increased offer price, since one of the financing letters was dated six weeks earlier and the other was dated three weeks earlier. Chatham also stated in the letter that the Updated December 27 Party C

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Proposal did not provide a timeline for Party C to obtain a quality of earnings report from a third party vendor, which was a condition for one of Party C’s financing sources originally. In the letter, Chatham demanded that since Party C has already failed to meet its own targeted timeline to deliver a binding proposal by January 21, 2022, RRD must “immediately obtain from [Party C] updated and detailed support for its $11.50 per share offer.” In the letter, Chatham stated that if Party C is “unable to complete this basic task promptly, the Company has a duty to inform stockholders immediately of the same” because, according to Chatham, to not do so would cause market confusion that could interfere with the successful completion of the Merger.

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Recommendation of the Board and Reasons for the Merger

Recommendation of the Board to Adopt the Merger Agreement, thereby Approving the Merger, the Merger Agreement and the Transactions Contemplated by the Merger Agreement

On December 14, 2021, the Board, after considering various factors, including those described in this section below, and after consultation with RRD’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of RRD and its stockholders, (iii) resolved to recommend that the stockholders of RRD vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the stockholders of RRD at a special meeting.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by RRD to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

In connection with the below description, we refer you to the introductory language in the letter attached to this Proxy Statement.

Reasons for the Merger

In recommending that RRD’s stockholders vote in favor of the Merger, the Board, including its independent directors, considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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The Board also considered and balanced against the potentially positive factors described above a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of, and potentially positive factors associated with, the Merger to RRD’s stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but summarizes the material factors considered by the Board. In light of the variety and complexity of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendations on the totality of the information presented, including thorough discussions with, and questioning of, RRD’s senior management and the Board’s independent legal and financial advisors. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in conjunction with the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this Proxy Statement.

Opinion of Centerview Partners LLC

On December 14, 2021, Centerview rendered to the Board its oral opinion, which was subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of RRD Common Stock (other than Excepted Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated December 14, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex C to this Proxy Statement and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of Centerview’s written opinion attached as Annex C to this Proxy Statement. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors of RRD and not in any other capacity) in connection with and for purposes of its consideration of the Transaction, and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of RRD Common Stock (other than Excepted Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger

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Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of RRD or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of RRD regarding their assessment of the Internal Data and the strategic rationale for the Transaction. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for RRD and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion, and, with RRD’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at RRD’s direction, that the Internal Data (including, without limitation, the Forecasts) had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of RRD as to the matters covered thereby, and Centerview relied, at RRD’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at RRD’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of RRD, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of RRD. Centerview assumed, at RRD’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at RRD’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all

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applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of RRD, or the ability of RRD to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, RRD’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to RRD or in which RRD might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the RRD Common Stock (other than Excepted Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of RRD or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of RRD or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of the RRD Common Stock pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of RRD or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Board (in their capacity as directors of RRD and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Centerview’s opinion, dated December 14, 2021. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of RRD. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text summarizing the applicable financial analysis, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview.

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Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of RRD or any other parties to the Transaction. None of RRD, Parent, Acquisition Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of RRD do not purport to be appraisals or reflect the prices at which RRD may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 10, 2021 (the penultimate trading day before the public announcement of the Transaction) and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed and compared certain financial information, ratios and multiples for RRD to corresponding financial information, ratios and multiples for publicly traded companies that Centerview deemed comparable, based on its experience and professional judgment, to RRD, which selected publicly traded companies are referred to in this summary of Centerview’s opinion as the “Selected Companies.” The Selected Companies consisted of:

Although none of the Selected Companies is directly comparable to RRD, these companies were selected because, among other reasons, they are publicly traded companies with certain operational and financial characteristics that, for purposes of its analyses, Centerview considered to be similar to those of RRD. However, because none of the Selected Companies is exactly the same as RRD, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of RRD and the Selected Companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources and closing stock prices as of December 10, 2021, Centerview calculated, for each Selected Company, such company’s enterprise value (calculated as the market value of common equity (determined using the treasury stock method and taking into account outstanding in-the-money options, other equity awards and other convertible securities, as applicable), plus the book value of debt and certain liabilities (including tax affected underfunded pension and certain other defined benefit plans, as applicable) less cash and cash equivalents and certain other assets) as a multiple of Wall Street research analyst consensus estimated earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted to exclude certain pension and certain other defined benefit items, as applicable, and to include stock-based compensation expense, as applicable, for calendar year 2022 (which is referred to as a company’s “Estimated 2022 EBITDA”), giving pro forma effect to certain transactions, as applicable. The

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analyses resulted in a median multiple of enterprise value to Estimated 2022 EBITDA of 5.9x for the Selected Companies.

Based on its experience and professional judgment and review of the Selected Companies, for purposes of its analysis, Centerview selected a reference range of multiples of enterprise value to Estimated 2022 EBITDA of 4.25x to 5.00x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of RRD and the Selected Companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis. Centerview applied the reference range of multiples to RRD management’s Estimated 2022 EBITDA before certain pension and other postretirement benefit items of $397 million as set forth in the Base Projection (as defined in the section entitled “The Merger—Projections Prepared by RRD’s Management” beginning on page 82 of this Proxy Statement) to derive a range of implied enterprise values for RRD. Centerview subtracted from this range of implied enterprise values RRD’s estimated net debt, non-controlling interests and after-tax underfunded pension and other postretirement benefits plan as of September 30, 2021 as set forth in the Internal Data (in total approximately $1.4 billion) to derive a range of implied equity values for RRD. Centerview divided these implied equity values by the approximately 82.7 million fully diluted outstanding shares of RRD Common Stock as set forth in the Internal Data (calculated based on approximately 72.9 million shares outstanding as of December 10, 2021 and, using the treasury stock method, the dilutive impact of RRD Options, RRD RSUs, RRD Phantom RSUs and RRD PSUs (including phantom PSUs) (assuming RRD PSUs will vest determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance, as estimated and provided by RRD)), which we refer to as the “RRD Fully Diluted Shares,” to derive a range of implied values per share of RRD Common Stock of $3.70 to $7.30 (rounded to the nearest $0.05). Centerview then compared this range to the Merger Consideration of $10.85 per share of RRD Common Stock to be paid to the holders of RRD Common Stock (other than Excepted Shares) pursuant to the Merger Agreement.

Selected Precedent Transactions

Centerview reviewed and compared certain information relating to the following selected precedent transactions that Centerview, based on its professional judgment, deemed relevant to consider in relation to RRD and the Merger.

Although none of the precedent transactions is directly comparable to the Transaction, the transactions listed below were chosen by Centerview because, among other reasons, their participants, size or other factors, for purposes of Centerview’s analysis, may be considered similar to the Transaction. Centerview used its experience, expertise and knowledge of these industries to select transactions that involved companies with certain operational, business or financial characteristics that, for purposes of this analysis, may be considered similar to those of RRD. However, because none of the precedent transactions used in this analysis is identical or directly comparable to the Transaction, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected precedent transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or financial characteristics of RRD and each target company of the selected precedent transactions that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

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Using publicly available information obtained from SEC filings and other data sources as of December 10, 2021, Centerview calculated, for each selected precedent transaction, among other things, the implied enterprise value (including tax affected underfunded pension and certain other defined benefit plans, as applicable) of the applicable target company based on the consideration payable in the applicable precedent transaction, as a multiple of the target company’s adjusted EBITDA (adjusted to exclude certain pension and certain other defined benefit items, as applicable, and to include stock-based compensation expense, as applicable) for the last 12-month period (which is referred to as “LTM EBITDA”). Such multiple is referred to, with respect to the selected precedent transactions, as the “EV/LTM Adjusted EBITDA Multiple.” The median EV/LTM Adjusted EBITDA Multiple for the selected precedent transactions was 5.7x.

The selected precedent transactions considered in this analysis are summarized below:

Based on its experience and professional judgment and review of the selected precedent transactions, for purposes of its analysis, Centerview selected a reference range of EV/LTM Adjusted EBITDA Multiples of 5.0x to 6.0x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of RRD and the target companies of the selected precedent transactions and other factors that could affect the public trading values, acquisition values or other values of such companies or RRD in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied these reference ranges to RRD’s estimated LTM EBITDA before certain pension and other postretirement benefit items of $388 million to derive a range of implied enterprise values for RRD. Centerview subtracted from this range of implied enterprise values RRD’s estimated net debt, non-controlling interests and after-tax underfunded pension and other postretirement benefits as of September 30, 2021 as set forth in the Internal Data (in total approximately $1.4 billion) to derive a range of implied equity values for RRD. Centerview divided these implied equity values by the RRD Fully Diluted Shares to derive a range of implied values per share of RRD Common Stock of $6.70 to $11.40 (rounded to the nearest $0.05). Centerview then compared this range to the Merger Consideration of $10.85 per share of RRD Common Stock to be paid to the holders of RRD Common Stock (other than Excepted Shares) pursuant to the Merger Agreement.

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Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of RRD based on RRD’s projections and calculations of unlevered free cash flow before certain pension and other postretirement benefit items after tax, but including service cost, as set forth in the Base Projection. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated an implied per share equity range for the shares of RRD by discounting to present value as of December 10, 2021, using discount rates ranging from 7.5% to 9.5% (reflecting Centerview’s analysis of RRD’s weighted average cost of capital, which was calculated using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including levered and unlevered betas for comparable companies) and the mid-year convention and forecasted unlevered free cash flow before certain pension and other postretirement benefit items after tax, but including service cost of RRD based on the Base Projection during the period, beginning the fourth quarter of 2021 through the calendar year 2026. The implied terminal value of RRD at the end of the forecast period was estimated by applying terminal multiples ranging from 4.0x to 5.0x (which were chosen based on considerations that Centerview deemed relevant in its professional judgment and experience) to RRD’s terminal year EBITDA before certain pension and other postretirement benefit items.

Based on its analysis, Centerview calculated a range of implied enterprise values of RRD. Centerview subtracted from this range of implied enterprise values RRD’s estimated net debt, non-controlling interests and after-tax underfunded pension and other postretirement benefits as of September 30, 2021 as set forth in the Internal Data (in total approximately $1.4 billion) to derive a range of implied equity values for RRD. Centerview then divided these implied equity values by the RRD Fully Diluted Shares to derive an implied per share price for the RRD Common Stock of $8.00 to $13.25 (rounded to the nearest $0.05). Centerview then compared this range to the Merger Consideration of $10.85 per share of RRD Common Stock to be paid to the holders of RRD Common Stock (other than Excepted Shares) pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Board certain additional factors solely for informational purposes, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

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Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board with respect to the Merger Consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The Merger Consideration was determined through arm’s-length negotiations between RRD and Parent and was approved by the Board. Centerview provided advice to RRD during these negotiations. Centerview did not, however, recommend any specific amount of consideration to RRD or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, Centerview had been engaged to provide financial advisory services to RRD, including in connection with Centerview’s current engagement (including in respect of RRD’s proposed acquisition by affiliates of Atlas Holdings LLC (since terminated) for which Centerview received $4,000,000 in compensation from RRD), as well as RRD’s sale of its DLS Worldwide and Logistics Courier businesses to TFI International Inc. and the sale of its International Logistics business to ePost Global, LLC in 2020, as well as other strategic matters, for which services Centerview received less than $1,000,000 in compensation from RRD during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent, Acquisition Sub or CAM, and Centerview did not receive any compensation from Parent, Acquisition Sub or CAM during such period. Centerview may provide financial advisory and other services to or with respect to RRD, Parent, CAM, or their respective affiliates, including portfolio companies of CAM, in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, RRD, Parent, CAM, or any of their respective affiliates, including portfolio companies of CAM, or any other party that may be involved in the Transaction.

The Board selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s reputation, expertise, experience and knowledge of RRD and its industry. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to RRD, RRD has agreed to pay Centerview an aggregate fee of approximately $27,400,000, $4,000,000 of which was payable in connection with the rendering of Centerview’s opinions, and the remainder of which is payable contingent upon consummation of the Transaction. In addition, RRD has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Projections Prepared by RRD’s Management

In connection with RRD’s review of strategic alternatives, RRD’s management prepared unaudited forecasted financial information of RRD for fiscal year 2021 through fiscal year 2026 (the “RRD Projections,” with “Scenario 1” thereof being the RRD base projection (the “Base Projection”)), which was used by the Board in connection with its review of strategic alternatives. The RRD Projections were prepared in March through May 2021, with certain 2021 and 2022 projections updated from time to time thereafter until the announcement of RRD’s entry into the Original Atlas Merger Agreement, treating RRD on a stand-alone basis without giving effect to, and as if RRD never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

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The RRD Projections were not prepared with a view toward public disclosure, and the summary thereof is included in this Proxy Statement only because such information was made available to the Board in connection with its review of strategic alternatives. Certain of the items in the Base Projection were also made available to potential counterparties to a strategic transaction, including Atlas, Party A and Party C, in connection with their due diligence review of a potential transaction, and to Centerview for purposes of preparing its financial analyses and fairness opinion provided to the Board on December 14, 2021 in connection with its consideration of the transactions contemplated by the Merger Agreement, as described in the section entitled “The Merger—Opinion of Centerview Partners LLC” beginning on page 75 of this Proxy Statement. The summary of the RRD Projections is not being included in this Proxy Statement to influence your decision whether to vote for the proposal to adopt the Merger Agreement or to influence any other investment decision, including whether or not to seek appraisal rights with respect to your shares of RRD Common Stock. The RRD Projections were not prepared with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or in conformity with accounting principles generally accepted in the United States (“GAAP”), and the RRD Projections do not include footnote disclosures as may be required by GAAP. Neither Deloitte & Touche LLP, RRD’s independent registered public accounting firm (“D&T”), nor any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the RRD Projections, and, accordingly, D&T has not expressed an opinion or any other form of assurance with respect thereto. The D&T report included in RRD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this Proxy Statement, relates to RRD’s historical financial information and does not extend to the RRD Projections and should not be read to do so.

The RRD Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the RRD Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by RRD management as of the date of their preparation. These estimates and assumptions contain forward-looking information that may prove to be inaccurate for any number of reasons, including general economic, regulatory and market conditions, industry performance, competition, other future events and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this Proxy Statement. The RRD Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the RRD Projections will be affected by RRD’s ability to achieve strategic goals, objectives and targets over the applicable periods. There can be no assurance that the projections contained in the RRD Projections will be realized, and actual results may differ materially from those shown therein. Generally, the further in the future the period is to which RRD Projections relate, the more unreliable the projections become.

The information in the RRD Projections is not factual and should not be relied upon as being necessarily indicative of future results, and RRD’s stockholders are cautioned not to place undue reliance on the RRD Projections. The RRD Projections should be evaluated in conjunction with the historical financial statements and other information regarding RRD contained in RRD’s public filings with the SEC.

The RRD Projections contain certain “non-GAAP financial measures,” which are numerical measures of financial performance, financial position or cash flows that are not calculated and presented in accordance with GAAP. These non-GAAP financial measures include Adjusted EBITDA (which is defined as earnings before interest, taxes, depreciation, amortization, restructuring, impairment and other charges and other income or expense items as determined by RRD), Adjusted EBITDA before Pension Income (which is defined as earnings before interest, taxes, depreciation, amortization, restructuring, impairment and other charges, other income or expense items as determined by RRD and net pension and other postretirement benefits income, but including service cost), Levered Free Cash Flow (or “Levered FCF,” which is defined as cash from operations less capex and giving effect to other investing activities), Unlevered Free Cash Flow (or “Unlevered FCF,” which is defined as Levered FCF adding back interest after tax and giving effect to tax impact of disallowed interest), and

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Unlevered Free Cash Flow before Pension (or “Unlevered FCF before Pension,” which is defined as Unlevered FCF before certain pension and other postretirement benefit items after tax, but including service cost).

The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures included in disclosure relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Proxy Statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Centerview for purposes of its opinion or by the Board in connection with its evaluation of the Merger. Accordingly, RRD has not provided a reconciliation of the non-GAAP financial measures included in the RRD Projections to the most directly comparable GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated and presented in accordance with GAAP, and non-GAAP financial measures as used by RRD may not be comparable to similarly titled amounts used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures calculated and presented in accordance with GAAP.

None of RRD or Centerview or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the RRD Projections, and, except as required by applicable securities laws, none of them undertakes any obligation to update, or otherwise revise or reconcile, the RRD Projections to reflect circumstances existing after the date the RRD Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the RRD Projections are shown to be in error. Since the date of the RRD Projections, RRD has made publicly available its actual results of operations and financial condition for the second quarter ended June 30, 2021 and the third quarter ended September 30, 2021. You should review RRD’s Current Reports on Form 8-K filed with the SEC on August 3, 2021 and November 3, 2021 for this information. None of RRD, Centerview or their respective affiliates, advisors, officers, directors or other representatives has made or makes any representation to any RRD stockholder or any other person (including Chatham, Atlas, Party A and Party C, in the Merger Agreement or otherwise) regarding the RRD Projections, regarding RRD’s ultimate performance compared to the information contained in the RRD Projections or that forecasted results will be achieved.

Three sets of financial projections, which are referred to in this section as “Scenario 1,” “Scenario 2” and “Scenario 3,” respectively, were prepared by RRD management and included in the RRD Projections, and were based on certain key material assumptions, including as described below.

The following table presents a summary of the RRD Projections:

$mm, except per share amounts

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Interests of the Directors and Executive Officers of RRD in the Merger

In considering the recommendation of the Board that holders of RRD Common Stock vote to adopt the Merger Agreement, our stockholders should be aware that certain of RRD’s non-employee directors and executive officers have interests in the Merger that may be different from, or in addition to, those of RRD’s stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by RRD stockholders.

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Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment and Quantification of Shares and RRD Awards

Treatment of Shares

At the Effective Time, each share of RRD Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, which in each case will be cancelled and retired for no consideration, and (ii) Dissenting Shares) will be cancelled and converted to receive an amount in cash, without interest, equal to the Merger Consideration.

Treatment of RRD Options

At the Effective Time, each RRD Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such RRD Option multiplied by (ii) the total number of shares of RRD Common Stock underlying such RRD Option. If the exercise price per share of RRD Common Stock of such RRD Option is equal to or greater than the Merger Consideration, such RRD Option will be cancelled without any cash payment or other consideration being made in respect thereof. No outstanding RRD Options have an exercise price less than the Merger Consideration and, accordingly, all RRD Options will be cancelled without any cash payment or any other consideration being paid. RRD will use commercially reasonable efforts to obtain from each holder of an outstanding RRD Option a fully completed and validated executed surrender agreement providing for a cancellation and all release of rights to such RRD Option.

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Treatment of RRD RSUs

At the Effective Time, each RRD RSU granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of RRD Common Stock underlying such RRD RSU multiplied by (ii) the Merger Consideration.

Treatment of RRD Phantom RSUs

At the Effective Time, each RRD Phantom RSU award granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of RRD Phantom RSUs underlying the award multiplied by (ii) the Merger Consideration.

Treatment of RRD PSUs

At the Effective Time, each RRD PSU granted before December 14, 2021 that is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of RRD Common Stock underlying such RRD PSU attributable to the percentage of the RRD PSUs that vest as of immediately prior to the Effective Time in accordance with the immediately following sentence multiplied by (ii) the Merger Consideration. Each RRD PSU in respect of which (a) the performance period has not expired as of the Effective Time will vest immediately prior to the Effective Time, determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance, and (b) the performance period has expired as of the Effective Time, will vest immediately prior to the Effective Time based on actual level of performance through the end of the applicable performance period, in each case, as determined in good faith consistent with past practice by the Board or a committee thereof, following RRD’s delivery to Parent of substantiation of RRD’s actual performance no later than five business days prior to the Effective Time. Each RRD PSU that does not vest in accordance with the foregoing will be cancelled and terminated without consideration immediately prior to the Effective Time.

Treatment of RRD Awards Granted After December 14, 2021

Each RRD Award granted under an RRD Equity Plan after December 14, 2021, if any, will, immediately prior to the Effective Time, vest on a prorated basis based on the number of days in the award period preceding the Closing Date, with RRD PSUs vesting at the target level of performance and with such proration based on the number of days preceding the Closing Date in the applicable performance period of 36 months that will commence no earlier than January 1, 2022. Such RRD Awards will be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any such RRD Award granted after December 14, 2021 that does not vest on a prorated basis will be forfeited without consideration.

Treatment of RRD Long-Term Cash Awards

Immediately prior to the Effective Time, RRD will cause each RRD Long-Term Cash Award that is outstanding immediately prior to the Effective Time and granted before December 14, 2021 to, automatically and without any required action on the part of the holder thereof, vest in full and be paid to each such holder in full. Each RRD Long-Term Cash Award granted after December 14, 2021, if any, will, immediately prior to the Effective Time, vest on a prorated basis based on the number of days in the award period preceding the Closing Date and be treated in accordance with the terms of the Merger Agreement. The portion of any RRD Long-Term Cash Award granted after December 14, 2021 that does not vest on a prorated basis will be forfeited without consideration.

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Quantification of Shares and RRD Awards

At the Effective Time, each share of RRD Common Stock, RRD Option, RRD RSU, RRD Phantom RSU and RRD PSU that is outstanding immediately prior to the Effective Time (determined after giving effect for specified forfeitures of RRD RSUs, RRD Phantom RSUs and RRD PSUs granted after December 14, 2021) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the Merger Consideration in the manner described above. Each RRD Option is fully vested as of the date of this Proxy Statement and is expected to be cancelled without consideration because the exercise price per share of RRD Common Stock of each RRD Option is equal to or greater than the Merger Consideration.

Based on the assumptions described above under “The Merger—Interests of the Directors and Executive Officers of RRD in the Merger—Certain Assumptions” beginning on page 86 of this Proxy Statement, the estimated aggregate amounts that would become payable to RRD’s executive officers and non-employee directors with respect to their RRD Common Stock and RRD Awards is set forth in the following tables. The information in the following tables is based on the number of shares of RRD Common Stock and RRD Awards directly or indirectly held by RRD’s executive officers and non-employee directors as of December 16, 2021. However, the actual amount of RRD Common Stock and RRD Awards that will be cancelled and converted into the right to receive Merger Consideration in the manner described above will depend on the actual amount held by the individuals at the actual Effective Time.

Quantification of RRD Common Stock

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Quantification of RRD Awards