Donnelley Financial Solutions, Inc. (NYSE:DFIN) Files An 8-K Other Events
Item 8.01. Other Events.

On June 21, 2017, Donnelley Financial Solutions, Inc. (the “Company”) announced the closing of an underwritten public offering of 7,064,689 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in connection with (i) the offering by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (together, the “Selling Stockholders”) of 6,143,208 shares of Common Stock (the “Underwritten Shares”) and (ii) the offering by the Company of 921,481 shares of Common Stock (the “Option Shares”, and together with the “Underwritten Shares”, the “Shares”) to the underwriters’ exercise in full of their option to purchase additional shares of Common Stock. The sale of the Underwritten Shares was completed at a public offering price of $21.25 per share and the sale of the Option Shares was completed at the public offering price of the Underwritten Shares, less underwriting discounts and commissions.

Immediately prior to the consummation of the offering, R.R. Donnelley & Sons Company (“RRD”) completed a debt-for-equity exchange, to which RRD exchanged the 6,143,208 shares of Common Stock to be sold by the Selling Stockholders in the offering with the Selling Stockholders (who were also the underwriters in the offering) for certain debt obligations of RRD held by the Selling Stockholders. RRD retained 99,594 shares of Common Stock upon the consummation of the debt-for-equity exchange.

The offering of the Shares was registered to the Company’s registration statement on Form S-1 (File No. 333-216933), which the Securities and Exchange Commission declared effective on June 13, 2017. The Company did not receive any of the proceeds from the sale by the Selling Stockholders of the Underwritten Shares and received approximately $18.8 million in net proceeds from its sale of the Option Shares, after deducting estimated underwriting discounts and commissions.

About Donnelley Financial Solutions, Inc. (NYSE:DFIN)

Donnelley Financial Solutions, Inc. is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers), and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. The Company provides content management, multi-channel content distribution, data management and analytics services, collaborative workflow and business reporting tools, and translations and other language services in support of its clients’ communications requirements. The Company operates in two business segments: United States and International. The United States segment consists of three reporting units: capital markets, investment markets, and language solutions and other. The International segment includes its operations in Asia, Europe, Latin America and Canada.