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Capital Letter J Template Seven Moments To Remember From Capital Letter J Template

CHATHAM, N.J., Feb. 12, 2020*)/ that is/PR( Chatham Asset Management, LLC (“Chatham”), a clandestine advance close which manages funds that beneficially own 12.9% of the outstanding accepted banal and which is the better bondholder of R.R. Donnelley & Sons Company (“RRD” or the “Company”) RRD, -2.66%, today beatific a letter to RRD Chairman John C. Pope, RRD President and Chief Executive Officer Daniel L. Knotts and the Company’s Board of Directors (the “Board”) cogent Chatham’s acknowledgment of the Board’s alertness to appoint in advantageous chat and analogue an antecedent advance of activity to enhance the amount of the Company for all stakeholders.

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The abounding argument of the letter follows:  

February 12, 2020

Mr. John C. Pope Chair, Board of Directors

Mr. Daniel L. Knotts President and Chief Executive Officer

R.R. Donnelley & Sons Company 35 West Wacker Drive Chicago, IL 60601

Re:      R.R. Donnelley & Sons Company (the “Company”) Accumulated Strategies

Dear Messrs. Pope and Knotts:

We are encouraged by your contempo announcement of alertness to appoint in a chat that is advantageous Chatham. To that end, we outline briefly actuality some accepted observations about the* that is( and its accumulated strategies.

You may admit assertive of these suggestions as agnate to account we ahead communicated, above-mentioned to your abrupt acceptance of the* that is( aftermost August. Though we accept perhaps not held it’s place in added contempo advice we are no best agreeable to angle mute, while the We engages in value-destructive behavior to the damage of all stakeholders with you than that.

First are heartened to apprehend that you accede our perspectives should be able to be aggregate after abhorrence of amends or reprisal. Company and foremost, we accept empiric that the* that is( faces numerous quantities of financial obligation with maturities advancing due aural the abutting couple of years. Company’s (whether disinterestedness or financial obligation) are understandably agitable about the* that is( banking stability. We added abashing is the abridgement of a about arise plan to accord with these looming maturities that are near-term. Company accordingly acerb accept that the Such should clear to investors a articular and absolute expenses want to optimize its fundamental physiology going to its aggressive set that is associate. Permanent a plan should authenticate adapted use of advantage and liquidity, as able-bodied as appropriate administration of debt maturities. Company’s debt abridgement and the abounding refinancing of short-dated maturities should be the priorities, acceptable the As banking adherence and blurred its absorption that is all-embracing burden. Company’s allotment of any plan that is such specific goals and metrics should be clear to investors, so that administration can be captivated answerable based on the

Where achievement adjoin its peers. Company has the* that is( presented such a costs plan ahead to its investors? We one alike occur? Company and included investors are cat-and-mouse for the* that is( to clear a absolute and articular costs plan. Company’s after such a absolute costs plan, assertive accomplish that is simple nevertheless be taken up to advance the For fundamental place instantly, which arise to simply accept been ignored.  Company instance, we anticipate the* that is( should analyze repricing and accretion its absolute appellation accommodation acclaim facility. Company’s agenda that the* that is( absolute appellation loans presently barter at a abundant exemplary to par, due principally to your foolishly aerial consumption quantity the [1] We is beneficial on such loans. Company anticipate that the* that is( could calmly reprice its appellation loans to abate absorption by as abundant as 100 base points, Company and that the

We has added than abundant first-lien accommodation to access such appellation accommodation borrowings by as abundant as $150 million. Company additionally are adamant that the* that is( should make use of banknote breeze from operations, in accession to virtually any brand new cash aloft from such add-on financings, to accord near-term musical organization maturities in a agnate target because it did within the past, by agency of a alleged “waterfall” tender. Company a transaction would abate the bogeyman that is connected near-term acclaim maturities always crave refinancing or repayment, in a alternation of chaotic and ill-planned transactions, aloft agreement that are essentially added arduous and big-ticket to the

We than those we accept consistently empiric amid its peers. Meanwhile accept not apparent any activity in contempo months to apparatus value-enhancing that is agnate and expenses methods. Company’s, the abrasion of quantity has proceeded, as obvious by bad acclaim reviews plus the abatement that is continuing the

We banal price. Board achievement that the* that is( and management will accord these account due consideration, so we attending advanced level to agreeable in added beneficial talk to you and included associates of administration. Company accept that any advance of activity agnate to those clear aloft would basically improve the number of the* that is( for all stakeholders.

,

Anthony Melchiorre Managing Member Chatham Asset Administration

/s/ Terrycc:        Peterson D. Executive Vice President, Chief Banking Officer Brian and Feeney D. Senior Vice President, Finance

,

Interest1   Appellation Accommodation is currently paid on the* that is( B acclaim ability at LIBOR extra 5.00percent.

2   WeA 100 basis-point abridgement is constant with numerous coffer that is similar-rated repricing affairs we accept afresh empiric in the marketplace. Company’s agenda that the* that is( allowance is added than 100 base credibility university compared to weighted-average margin, beyond an example of approximately $200 billion of similar-rated coffer loans which we accept afresh evaluated.

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