8-K
Donnelley Financial Solutions, Inc. (DFIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 25, 2022
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 35 West Wacker Drive, | |
| Chicago, Illinois | 60601 |
| (Address of Principal Executive Offices) | (Zip Code) |
(800) 823-5304
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (Par Value $0.01) | DFIN | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Termination of a Material Definitive Agreement |
|---|
On August 20, 2021, Donnelley Financial, LLC, a wholly owned subsidiary of Donnelley Financial Solutions, Inc. (together, the “Company”), entered into a Real Estate Sale Agreement (the “Agreement”) with HSG Acquisitions LLC (“Buyer”) with respect to the Company’s property at 1500 N. Central Avenue, Phoenix, Arizona (the “Property”). Pursuant to the Agreement, Buyer agreed to purchase the Property from the Company for a purchase price of $12.5 million. Under the Agreement, the Buyer had certain rights to terminate the Agreement related to its due diligence and obtaining of entitlements.
On May 25, 2022, Buyer terminated the Agreement, exercising its right to terminate prior to receiving entitlements for the construction of a mixed-use retail and commercial building. A nonrefundable deposit of $210,000 was released to the Company prior to the termination of the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: June 1, 2022 | By: | /s/ Jennifer B. Reiners |
| Jennifer B. Reiners | ||
| Executive Vice President, General Counsel and Corporate Secretary |