the “2026 Notes Indenture”), among the Company, the Guarantors, solely for the purposes of Article III, Section 4.1, Section 4.7, Section 4.8 and Section 4.13 only, RRD Netherlands LLC, and the U.S. Bank Trustee, as trustee and as notes collateral agent (together the “2026 Notes Indenture”), governing the 2026 Notes, and (iii) a Third Supplemental Indenture, dated as of February 7, 2022 (the “2031 Debentures Third Supplemental Indenture” and, collectively with the 2024 Notes Twelfth Supplemental Indenture and the 2026 Notes Second Supplemental Indenture, the “New Supplemental Indentures”), to the Indenture, dated as of November 1, 1990 (the “2031 Debentures Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee), as trustee (the “BNY Mellon Trustee” and, collectively with the WF Trustee and US Bank Trustee, the “Trustees”), as supplemented by the Supplemental Indenture, dated as of June 30, 1998 (together with the 2031 Debentures Base Indenture, the “2031 Debentures Indenture”), governing the 2031 Debentures, giving effect to the Proposed Amendments with respect to each series of Debt Securities.
Each New Supplemental Indenture is effective and constitutes a binding agreement between the Company, the Guarantors (where applicable) and the applicable Trustee. However, the Proposed Amendments will not become operative until immediately prior to the consummation of the Merger and will cease to be operative if the Merger is not consummated or, with respect to the 2024 Notes and 2031 Debentures, the consent consideration is not paid to the holders thereof that validly delivered and did not revoke such consents.
The Consent Solicitations were made at the request of Chatham Delta Parent, Inc. (“Parent”) pursuant to the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”) entered into on December 14, 2021, by and among the Company, Parent and Chatham Delta Acquisition Sub, Inc. (“Acquisition Sub”). Under the terms of the Merger Agreement, Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct or indirect wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, Parent is responsible for (i) paying all fees and expenses the Company incurs in connection with the Consent Solicitations and (ii) indemnifying the Company from and against any and all losses the Company incurs in connection with the Consent Solicitations.
The foregoing description of the New Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to each such document. Copies of the 2024 Notes Twelfth Supplemental Indenture, the 2026 Notes Second Supplemental Indenture and the 2031 Debentures Third Supplemental Indenture are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On February 2, 2022, the Company issued a press release announcing the expiration of the Consent Solicitations with respect to the Debt Securities and the extension of the Consent Solicitations with respect to the Company’s 6.500% Notes due 2023 and 6.625% Debentures due 2029. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.