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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/17 Donnelley Fin’l Solutions, Inc. S-4 134:22M Donnelley … Solutions/FA Donnelley Financial, LLC DFS International Holdings, Inc. |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.88M
Business-Combination Transaction
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 54K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 45K
4: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 50K
5: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 70K
6: EX-5.1 Opinion of Counsel re: Legality HTML 42K
7: EX-23.1 Consent of Experts or Counsel HTML 37K
8: EX-24.1 Power of Attorney HTML 42K
9: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 74K
or T-2
10: EX-99.1 Miscellaneous Exhibit HTML 150K
17: R1 Document and Entity Information HTML 51K
18: R2 Consolidated and Combined Statements of Operations HTML 93K
19: R3 Consolidated and Combined Statements of HTML 58K
Comprehensive Income
20: R4 Consolidated and Combined Balance Sheets HTML 133K
21: R5 Consolidated and Combined Balance Sheets HTML 55K
(Parenthetical)
22: R6 Consolidated and Combined Statements of Cash Flows HTML 143K
23: R7 Consolidated and Combined Statements of Cash Flows HTML 41K
(Parenthetical)
24: R8 Consolidated and Combined Statements of Equity HTML 94K
25: R9 Overview and Basis of Presentation HTML 55K
26: R10 Significant Accounting Policies HTML 67K
27: R11 Business Combinations HTML 47K
28: R12 Restructuring, Impairment and Other Charges HTML 225K
29: R13 Goodwill and Other Intangible Assets HTML 154K
30: R14 Accounts Receivable HTML 63K
31: R15 Inventories HTML 56K
32: R16 Property, Plant and Equipment HTML 63K
33: R17 Accrued Liabilities HTML 64K
34: R18 Commitments and Contingencies HTML 57K
35: R19 Retirement Plans HTML 353K
36: R20 Income Taxes HTML 280K
37: R21 Debt HTML 104K
38: R22 Earnings per Share HTML 104K
39: R23 Share-Based Compensation HTML 135K
40: R24 Preferred Stock HTML 40K
41: R25 Comprehensive Income HTML 228K
42: R26 Segment Information HTML 327K
43: R27 Geographic Area and Products and Services HTML 187K
Information
44: R28 Related Parties HTML 97K
45: R29 New Accounting Pronouncements HTML 56K
46: R30 Guarantor Financial Information HTML 1.37M
47: R31 Significant Accounting Policies (Policies) HTML 112K
48: R32 Restructuring, Impairment and Other Charges HTML 224K
(Tables)
49: R33 Goodwill and Other Intangible Assets (Tables) HTML 154K
50: R34 Accounts Receivable (Tables) HTML 63K
51: R35 Inventories (Tables) HTML 57K
52: R36 Property, Plant and Equipment (Tables) HTML 62K
53: R37 Accrued Liabilities (Tables) HTML 63K
54: R38 Commitments and Contingencies (Tables) HTML 53K
55: R39 Retirement Plans (Tables) HTML 359K
56: R40 Income Taxes (Tables) HTML 284K
57: R41 Debt (Tables) HTML 99K
58: R42 Earnings per Share (Tables) HTML 102K
59: R43 Share-Based Compensation (Tables) HTML 120K
60: R44 Comprehensive Income (Tables) HTML 230K
61: R45 Segment Information (Tables) HTML 321K
62: R46 Geographic Area and Products and Services HTML 191K
Information (Tables)
63: R47 Related Parties (Tables) HTML 81K
64: R48 Guarantor Financial Information - (Tables) HTML 1.37M
65: R49 Overview and Basis of Presentation - Additional HTML 83K
Information (Details)
66: R50 Significant Accounting Policies - Additional HTML 82K
Information (Detail)
67: R51 Business Combinations - Additional Information HTML 54K
(Details)
68: R52 Restructuring, Impairment and Other Charges - HTML 69K
Schedule of Restructuring, Impairment and Other
Charges Recognized in Results of Operations
(Details)
69: R53 Restructuring, Impairment and Other Charges - HTML 59K
Additional Information (Details)
70: R54 Restructuring, Impairment and Other Charges - Fair HTML 45K
Values, Valuation Techniques and Related
Unobservable Inputs of Level Three (Detail)
71: R55 Restructuring, Impairment and Other Charges - HTML 58K
Schedule of Changes in the Restructuring Reserve
(Details)
72: R56 Restructuring, Impairment and Other Charges - HTML 44K
Restructuring Reserve - Additional Information
(Details)
73: R57 Goodwill and Other Intangible Assets - Schedule of HTML 51K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
74: R58 Goodwill and Other Intangible Assets - Components HTML 54K
of Other Intangible Assets (Detail)
75: R59 Goodwill and Other Intangible Assets - Additional HTML 42K
Information (Details)
76: R60 Goodwill and Other Intangible Assets - Schedule of HTML 54K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
77: R61 Accounts Receivable - Transactions Affecting HTML 47K
Allowance for Doubtful Accounts (Details)
78: R62 Inventories - Components of Inventories (Details) HTML 50K
79: R63 Property, Plant and Equipment - Components of HTML 54K
Company's Property, Plant and Equipment (Details)
80: R64 Property, Plant and Equipment - Additional HTML 41K
Information (Details)
81: R65 Accrued Liabilities - Components of Accrued HTML 57K
Liabilities (Detail)
82: R66 Commitments and Contingencies - Additional HTML 55K
Information (Detail)
83: R67 Commitments and Contingencies - Future Minimum HTML 58K
Rental Commitments Under Operating Lease (Detail)
84: R68 Retirement Plans - Additional Information HTML 111K
(Details)
85: R69 Retirement Plans - Components of Estimated Net HTML 70K
Pension Plan (Income) Expense (Detail)
86: R70 Retirement Plans - Reconciliation of Funded Status HTML 80K
(Details)
87: R71 Retirement Plans - Amount Recognized on HTML 57K
Consolidated and Combined Balance Sheets (Details)
88: R72 Retirement Plans - Amounts in Accumulated Other HTML 49K
Comprehensive Loss (Details)
89: R73 Retirement Plans - Amounts Recognized in Other HTML 55K
Comprehensive Income (Loss) (Details)
90: R74 Retirement Plans - Schedule of Accumulated Other HTML 44K
Comprehensive Loss Expected to Recognized as
Components of Net Periodic Benefit Costs (Details)
91: R75 Retirement Plans - Weighted Average Assumptions HTML 45K
Used to Determine Benefit Obligation (Details)
92: R76 Retirement Plans - Summary of Projected Benefit HTML 45K
Obligations in Excess of Plan Assets (Details)
93: R77 Retirement Plans - Accumulated Benefit Obligations HTML 44K
in Excess of Plan Assets (Details)
94: R78 Retirement Plans - Expected Benefit Payments HTML 58K
(Details)
95: R79 Retirement Plans - Allocation of Plan Assets, HTML 67K
Pension Plan (Details)
96: R80 Retirement Plans - Changes in Fair Value of Level HTML 52K
Three Assets (Details)
97: R81 Income Taxes - Components of Earnings From HTML 47K
Operations Before Income Taxes (Detail)
98: R82 Income Taxes - Components of Income Tax Expense HTML 68K
(Benefit) From Operations (Detail)
99: R83 Income Taxes - Reconciliation From Federal HTML 63K
Statutory Tax Rate to Effective Tax Rate (Detail)
100: R84 Income Taxes - Schedule of Significant Deferred HTML 76K
Tax Assets And Liabilities (Detail)
101: R85 Income Taxes - Schedule of Transactions Affecting HTML 51K
Valuation Allowance on Deferred Tax Assets
(Detail)
102: R86 Income Taxes - Additional Information (Detail) HTML 77K
103: R87 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 51K
104: R88 Debt - Schedule of the Company's Debt (Details) HTML 63K
105: R89 Debt - Schedule of the Company's Debt HTML 45K
(Parenthetical) (Details)
106: R90 Debt - Additional Information (Details) HTML 85K
107: R91 Debt - Schedule of Future Maturities of Debt HTML 53K
(Details)
108: R92 Debt - Schedule of Future Maturities of Debt HTML 43K
(Parenthetical) (Details)
109: R93 Debt - Summary of Interest Expense (Details) HTML 45K
110: R94 Earnings per Share - Additional Information HTML 55K
(Detail)
111: R95 Earnings per Share - Schedule of Basic and Diluted HTML 68K
Earnings per Common Share and the Average Number
of Common Shares Outstanding (Detail)
112: R96 Share-Based Compensation - Additional Information HTML 124K
(Details)
113: R97 Share-Based Compensation - Summary of Stock HTML 74K
Options Activity (Details)
114: R98 Share-Based Compensation - Summary of Restricted HTML 62K
Stock Units (Details)
115: R99 Preferred Stock - Additional Information (Details) HTML 43K
116: R100 Comprehensive Income - Schedule of Components of HTML 55K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
117: R101 Comprehensive Income - Schedule of Changes in HTML 65K
Accumulated Other Comprehensive Loss (Details)
118: R102 Comprehensive Income - Reclassifications from HTML 55K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
119: R103 Segment Information - Additional Information HTML 48K
(Details)
120: R104 Segment Information - Schedule of Segment HTML 72K
Reporting Information (Details)
121: R105 Segment Information - Schedule of Corporate Assets HTML 55K
(Details)
122: R106 Geographic Area and Products and Services HTML 58K
Information - Schedule of Net Sales and Long-lived
Assets by Geographic Region (Details)
123: R107 Geographic Area and Products and Services HTML 54K
Information - Summary of Net Sales for Services
and Products (Details)
124: R108 Related Parties - Additional Information (Details) HTML 97K
125: R109 Related Parties - Summary of Amount in HTML 53K
Consolidated and Combined Balance Sheet Due or
From Related Parties (Details)
126: R110 Related Parties - Schedule of Allocation of HTML 49K
Expenses Reflected in Consolidated and Combined
Financial Statements (Details)
127: R111 Guarantor Financial Information - Additional HTML 52K
Information (Details)
128: R112 Guarantor Financial Information - Condensed HTML 127K
Consolidating Statements of Operations (Details)
129: R113 Guarantor Financial Information - Condensed HTML 181K
Consolidating Balance Sheets (Details)
130: R114 Guarantor Financial Information - Condensed HTML 142K
Consolidating Statements of Cash Flows (Details)
131: R115 Guarantor Financial Information - Condensed HTML 41K
Consolidating Statements of Cash Flows
(Parenthetical) (Details)
133: XML IDEA XML File -- Filing Summary XML 252K
132: EXCEL IDEA Workbook of Financial Reports XLSX 149K
11: EX-101.INS XBRL Instance -- dfin-20161231 XML 8.53M
13: EX-101.CAL XBRL Calculations -- dfin-20161231_cal XML 308K
14: EX-101.DEF XBRL Definitions -- dfin-20161231_def XML 987K
15: EX-101.LAB XBRL Labels -- dfin-20161231_lab XML 1.65M
16: EX-101.PRE XBRL Presentations -- dfin-20161231_pre XML 1.56M
12: EX-101.SCH XBRL Schema -- dfin-20161231 XSD 260K
134: ZIP XBRL Zipped Folder -- 0001193125-17-078924-xbrl Zip 326K
| EX-25.1 |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☒ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |||
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) |
| 101 North Phillips Avenue |
57104 | |||
| (Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
(612) 667-4608
(Name, address and telephone number of agent for service)
Donnelley Financial Solutions, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 36-4829638 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 35 West Wacker Drive |
60601 | |||
| (Address of principal executive offices) | (Zip code) |
8.250% Senior Notes due 2024
GUARANTORS
| Exact name of registrant as specified in its charter |
State or other jurisdiction of incorporation
or |
I.R.S. Employer Identification No. | ||
| Donnelley Financial, LLC |
Delaware | 13-2618477 | ||
| DFS International Holdings, Inc. |
Delaware | 30-0951588 |
Item 1. General Information. Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated June 27, 2012.** | |
| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011. ** | |
| Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155. |
| *** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 10th day of March, 2017.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Barry D. Somrock |
| Barry D. Somrock |
| Vice President |
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| /s/ Barry D. Somrock |
||
| Barry D. Somrock | ||
| Vice President | ||
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2016, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions |
||||||||
| ASSETS |
||||||||
| Cash and balances due from depository institutions: | ||||||||
| Noninterest-bearing balances and currency and coin |
$ | 19,607 | ||||||
| Interest-bearing balances |
200,504 | |||||||
| Securities: | ||||||||
| Held-to-maturity securities |
99,478 | |||||||
| Available-for-sale securities |
286,478 | |||||||
| Federal funds sold and securities purchased under agreements to resell: | ||||||||
| Federal funds sold in domestic offices |
77 | |||||||
| Securities purchased under agreements to resell |
22,705 | |||||||
| Loans and lease financing receivables: | ||||||||
| Loans and leases held for sale |
19,947 | |||||||
| Loans and leases, net of unearned income |
924,819 | |||||||
| LESS: Allowance for loan and lease losses |
10,502 | |||||||
| Loans and leases, net of unearned income and allowance |
914,317 | |||||||
| Trading Assets | 36,745 | |||||||
| Premises and fixed assets (including capitalized leases) | 7,745 | |||||||
| Other real estate owned | 915 | |||||||
| Investments in unconsolidated subsidiaries and associated companies | 11,334 | |||||||
| Direct and indirect investments in real estate ventures | 233 | |||||||
| Intangible assets | ||||||||
| Goodwill |
22,695 | |||||||
| Other intangible assets |
17,298 | |||||||
| Other assets | 67,157 | |||||||
|
|
|
|||||||
| Total assets | $ | 1,727,235 | ||||||
|
|
|
|||||||
| LIABILITIES | ||||||||
| Deposits: | ||||||||
| In domestic offices |
$ | 1,218,766 | ||||||
| Noninterest-bearing |
407,266 | |||||||
| Interest-bearing |
811,500 | |||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
120,624 | |||||||
| Noninterest-bearing |
1,115 | |||||||
| Interest-bearing |
119,509 | |||||||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
| Federal funds purchased in domestic offices |
6,444 | |||||||
| Securities sold under agreements to repurchase |
9,562 | |||||||
| Dollar Amounts In Millions |
||||
| Trading liabilities |
13,951 | |||
| Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
159,898 | |||
| Subordinated notes and debentures |
13,200 | |||
| Other liabilities |
29,006 | |||
|
|
|
|||
| Total liabilities |
$ | 1,571,451 | ||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
519 | |||
| Surplus (exclude all surplus related to preferred stock) |
106,705 | |||
| Retained earnings |
49,373 | |||
| Accumulated other comprehensive income |
(1,220 | ) | ||
| Other equity capital components |
0 | |||
|
|
|
|||
| Total bank equity capital |
155,377 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
407 | |||
|
|
|
|||
| Total equity capital |
155,784 | |||
|
|
|
|||
| Total liabilities, and equity capital |
$ | 1,727,235 | ||
|
|
|
|||
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.
| John R. Shrewsberry |
| Sr. EVP & CFO |
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
Directors
James Quigley
Enrique Hernandez, Jr
Cynthia Milligan
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/10/17 | |||
| 12/31/16 | 10-K, SD | |||
| 1/23/13 | ||||
| 6/27/12 | ||||
| 12/21/11 | ||||
| 12/30/05 | ||||
| 5/26/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/17 SEC UPLOAD¶ 9/15/17 1:126K DFS International Holdings, Inc. |