November 8, 2021

Willkie represented Atlas Holdings in the take-private transaction.

On November 3, Atlas Holdings LLC, which operates a global family of manufacturing and distribution businesses, announced it entered into a definitive merger agreement to acquire R.R. Donnelley & Sons Company (NYSE: RRD), in an all-cash transaction with a total enterprise value of approximately $2.1 billion.

Under the terms of the merger agreement, Atlas will acquire all of the outstanding shares of RRD common stock, and RRD stockholders will receive $8.52 per share in cash for each share of RRD common stock. Upon completion of the transaction, RRD’s shares will no longer trade on The New York Stock Exchange and RRD will become a private company.

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 a comprehensive offering of solutions designed to help companies optimize customer engagement and streamline business operations.

Headquartered in Greenwich, Connecticut, Atlas and its affiliates own and operate 23 platform companies which employ approximately 40,000 associates across more than 250 facilities worldwide. Atlas operates in sectors such as aluminum processing, automotive, building materials, capital equipment, construction services, food manufacturing and distribution, packaging, paper, power generation, printing, pulp, supply chain management and wood products. Atlas’ companies together generate approximately $10 billion in revenues annually.

Willkie previously advised Atlas on its acquisitions of LSC Communications, Permasteelisa Treehouse Foods snacks division and International Wire Group.

The Willkie team was led by partners Steven Seidman and Mark Cognetti.