Donnelley Financial Solutions, Inc. Sample Contracts
Donnelley Financial Solutions, Inc. 6,242,802 Shares Common Stock ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2017 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
Introductory. The several selling stockholders named in Schedule II hereto (collectively, in such capacity, the “Selling Stockholders”) propose, severally and not jointly, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Representatives”) are acting as representatives, 6,242,802 shares of common stock, par value $0.01 per share, of Donnelley Financial Solutions, Inc. (the “Common Stock”), a corporation organized under the laws of the State of Delaware (the “Company”) (said shares, the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [936,420] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of t
Standard Contracts
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 18th, 2018 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
CREDIT AGREEMENT, dated as of September 30, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DONNELLEY FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time.
CREDIT AGREEMENT Dated as of September 30, 2016, among DONNELLEY FINANCIAL SOLUTIONS, INC., as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIGROUP...Credit Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
CREDIT AGREEMENT, dated as of September 30, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DONNELLEY FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 27, 2021, among DONNELLEY FINANCIAL SOLUTIONS, INC., as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A.,...Credit Agreement • June 1st, 2021 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DONNELLEY FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time.
DONNELLEY FINANCIAL SOLUTIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
THIS AGREEMENT (this “Agreement”) is entered into, effective as of _________________, 2016, between Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”) and ___________ (“Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among R. R. DONNELLEY & SONS COMPANY, LSC COMMUNICATIONS, INC. and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of September 14, 2016Separation and Distribution Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and among R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), LSC Communications, Inc., a Delaware corporation (“LSC”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD, LSC and Donnelley Financial is referred to herein as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENT by and between DONNELLEY FINANCIAL SOLUTIONS, INC. and LSC COMMUNICATIONS, INC. Dated as of September 14, 2016Transition Services Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of Donnelley Financial and LSC is referred to herein as a “Party” and together, as the “Parties”.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 27, 2021,Credit Agreement • August 2nd, 2023 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DONNELLEY FINANCIAL SOLUTIONS, Inc., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time.
PATENT ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Patent Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This PATENT ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“DFS”). Each of RRD and DFS is referred to herein as a “Party” and collectively as the “Parties.”
FORM OF ASSIGNMENT OF SEVERANCE AGREEMENTAssignment of Severance Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Severance Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
TAX DISAFFILIATION AGREEMENT BETWEEN R. R. Donnelley & Sons Company AND Donnelley Financial Solutions, Inc. dated as of September 14, 2016Tax Disaffiliation Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of September 14, 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRD (“Donnelley Financial” and, together with RRD, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
FORM OF ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Software, Copyright and Trade Secret Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“DFS”). Each of RRD and DFS is referred to herein as a “Party” and collectively as the “Parties.”
DATA ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Data Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This DATA ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“DFS”). Each of RRD and DFS is referred to herein as a “Party” and collectively as the “Parties.”
Stockholder and Registration Rights Agreement by and between R. R. Donnelley & Sons Company and Donnelley Financial Solutions, Inc. Dated as of September 14, 2016Stockholder and Registration Rights Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
This Stockholder and Registration Rights Agreement (this “Agreement”) is made as of September 14, 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of RRD (“Donnelley Financial”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Trademark Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“Donnelley Financial”). Each of RRD and Donnelley Financial is referred to herein as a “Party” and collectively as the “Parties.”
WAIVER OF SEVERANCE BENEFITSWaiver of Severance Benefits • June 5th, 2017 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Waiver of Severance Benefits (“Waiver”), dated as of the date set forth below, by and between David Gardella (“Executive”), and Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”).
FORM OF ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
ANNEX AEmployment Agreement • February 22nd, 2022 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
AGREEMENTBoard Nomination Agreement • February 19th, 2019 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
This Agreement (this “Agreement”), dated as of February 17, 2019, is by and among Simcoe Capital Management, LLC (“Investor”), Donnelley Financial Solutions, Inc. (the “Company”), and, solely for purposes of Section 2(g) hereof, Jeffrey Jacobowitz (the “Investor Nominee”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 8th, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD and Donnelley Financial is referred to herein as a “Party” and together, as the “Parties”.
REAL ESTATE SALE AGREEMENT by and between DONNELLEY FINANCIAL, LLC, as Seller and Aspirant PARTNERS, LLC, as PurchaserReal Estate Sale Agreement • November 2nd, 2022 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Arizona
THIS REAL ESTATE SALE AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2022 (the “Contract Date”), by and between DONNELLEY FINANCIAL, LLC, a Delaware limited liability company (“Seller”) and ASPIRANT PARTNERS LLC, an Arizona limited liability company (“Purchaser”).
TRADE SECRET LICENSE AGREEMENTTrade Secret License Agreement • August 8th, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRADE SECRET LICENSE AGREEMENT (this “Agreement”), effective as of the Donnelley Financial Distribution Date (as defined herein), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“DFS”). Each of RRD and DFS is referred to herein as a “Party” and collectively as the “Parties.”
WAIVER OF SEVERANCE BENEFITSWaiver of Severance Benefits • February 22nd, 2022 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Waiver of Severance Benefits ("Waiver"), dated as of the date set forth below, by and between Eric Johnson ("Executive"), and Donnelley Financial Solutions, Inc., a Delaware corporation (the "Company"),
TRANSITION SERVICES AGREEMENT by and between DONNELLEY FINANCIAL SOLUTIONS, INC. and LSC COMMUNICATIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 29th, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of Donnelley Financial and LSC is referred to herein as a “Party” and together, as the “Parties”.
AGREEMENTEmployment Agreement • June 26th, 2020 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
THIS AGREEMENT IS by and between Thomas F. Juhase (“you” or “Employee”) on behalf of himself, his agents, representatives, heirs, executors, attorneys, administrators, assigns and anyone claiming through him/her, and Donnelley Financial Solutions, Inc., a Delaware corporation, its subsidiaries, affiliates, predecessors, successors and assigns (the “Company”) in connection with Employee’s employment with the Company.
THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENTReal Estate Sale Agreement • November 1st, 2023 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
is entered into effective as of September_, 2023, by and between DONNELLEY FINANCIAL, LLC, a Delaware limited liability company (“Seller”), and ASPIRANT PARTNERS LLC, an Arizona limited liability company (“Buyer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
Amendment dated as of July 15, 2020 (the “Amendment”) to that amended and restated employment agreement between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and Daniel N. Leib (the “Executive”), dated July 11, 2017 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
DONNELLEY FINANCIAL SOLUTIONS, INC. AMENDMENT TO PERFORMANCE RESTRICTED STOCK AWARDPerformance Restricted Stock Award • June 5th, 2017 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Amendment to Performance Restricted Stock Award (“Amendment”), dated as of , 2017, by and between Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”) and (“Grantee”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • November 5th, 2019 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is entered into effective as of September 25, 2019, by and between DONNELLEY FINANCIAL, LLC, a Delaware limited liability company (“Seller”), and SECA-NJ LLC, a Delaware limited liability company (“Buyer”).
April 10, 2018 Daniel N. Leib [Address] Re: Side Letter to the Employment Agreement Dear Dan:Employment Agreement • April 16th, 2018 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
The purpose of this side letter is to amend the employment agreement, by and between you and Donnelley Financial Solutions, Inc. (the “Company”), dated as of July 11, 2017 (the “Employment Agreement”), pursuant to Section 6(g) of the Employment Agreement. All capitalized terms used but not defined in this side letter to the Employment Agreement (the “Letter”) shall have the meanings assigned to such terms in the Employment Agreement. The terms of this Letter are as follows:
WAIVER OF SEVERANCE BENEFITSWaiver of Severance Benefits • June 5th, 2017 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Waiver of Severance Benefits (“Waiver”), dated as of the date set forth below, by and between Thomas F. Juhase (“Executive”), and Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2017 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”), dated as of October 2, 2017, by and among Donnelley Financial Solutions, Inc. (the “Borrower”), the other Loan Parties, the 2017 Refinancing Term Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
Amendment dated as of October 26, 2016 (the “Amendment”) to that employment agreement between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and Daniel N. Leib (the “Executive”), dated May 3, 2011 and assumed by Donnelley Financial pursuant to the Assignment of Employment Agreement and Acceptance of Assignment between RR Donnelley & Sons Company, Donnelley Financial and the Executive, dated September 29, 2016 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
FIFTH AMENDMENT TO REAL ESTATE SALE AGREEMENTReal Estate Sale Agreement • May 1st, 2024 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services
is entered into effective as of March 15, 2024, by and between DONNELLEY FINANCIAL, LLC, a Delaware limited liability company ("Seller"), and ASPIRANT PARTNERS LLC, an Arizona limited liability company ("Buyer").
