Business Context and Reporting Period
Company: Donnelley Financial Solutions, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 7, 2017
Event: Regulation FD Disclosure regarding a secondary public offering of common stock by selling stockholders.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Transaction Details
- Secondary Offering: Selling Stockholders (Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC) intend to offer 6,242,802 shares of the Company's common stock in an underwritten public offering, subject to market conditions.
- Share Exchange: Immediately prior to the offering, R.R. Donnelley & Sons Company (RRD) will exchange its entire remaining position in the Company's stock (the shares to be sold) with the Selling Stockholders or their affiliates for certain debt obligations of RRD held by them.
- Over-Allotment Option: The Company intends to grant underwriters a 30-day option to purchase up to an additional 936,420 shares of common stock.
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial guidance, future outlook, or specific risk factors beyond the standard disclosure that the offering is subject to market conditions. The information is furnished pursuant to Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the final consummation of the 6,242,802 share offering and the exchange of RRD's remaining equity stake.
- Confirm whether the underwriters exercise the option to purchase the additional 936,420 shares.
- Review the attached press release (Exhibit 99.1) for specific pricing and underwriting terms not detailed in the 8-K summary.
- Monitor subsequent filings for the impact of this transaction on the Company's capital structure and RRD's debt obligations.