The Securities Commission granted an order for R.R. Donnelley & Sons Company (the Issuer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and was also applicable in British Columbia, Alberta, Saskatchewan, and Quebec through Multilateral Instrument 11-102 Passport System.
The Issuer, a Delaware corporation, had seven series of debt securities outstanding, totaling approximately US$483.6 million. Although one series did not meet the 2% de minimis threshold for Canadian beneficial ownership individually, the threshold was met on an aggregate basis across all series. The Issuer was not obligated to maintain reporting issuer status under any indentures governing the debt securities.
The Issuer’s securities were not traded in Canada, and it had relied on exemptions from Canadian continuous disclosure requirements for SEC foreign issuers. Following its acquisition by Chatham Asset Management LLC affiliates, the Issuer’s shares ceased trading on the New York Stock Exchange, and it suspended its duty to file continuous disclosure reports in the U.S. The Issuer was not required to maintain reporting issuer status in any jurisdiction and was in compliance with information reporting covenants under the indentures governing the debt securities.
The Issuer was in default of its obligation to file certain interim financial statements and associated management’s discussion and analysis in Canadian jurisdictions due to the timing of the acquisition and suspension of U.S. reporting duties. It was ineligible for simplified or modified procedures for ceasing to be a reporting issuer due to the number of securityholders and the ownership percentage of the 2027 Notes by Canadian residents.
The Issuer had not indicated a market for its securities in Canada in the 12 months prior to the application and had no intention of seeking public financing in Canada. It provided advance notice to Canadian-resident securityholders of its intention to cease being a reporting issuer.
The principal regulator concluded that the order to cease being a reporting issuer was justified under the applicable legislative provisions, including the Securities Act (Ontario) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was therefore granted.