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): ~~October~~December 14, 2020

LSC COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37729

36-4829580

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~191~~4101 NWinfield ~~Wacker Drive~~Road, ~~Suite 1400~~Warrenville, ~~Chicago~~ IL ~~60606~~60555

(Address of principal executive offices, including zip code)

(773) 272-9200

(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: None

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~~Introductory 7Note.~~01 Regulation FD.~~

~~Disclosure~~As ~~Information~~previously disclosed, on September 15, 2020, LSC Communications, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries (collectively, the “Debtors”) and certain other non-Debtor subsidiaries of the Company (collectively with the Debtors, the “Sellers”) entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with ACR III Libra Holdings LLC, a Delaware limited liability company (n/k/a LSC Communications LLC, “Buyer”), and, solely with respect to Section 9.13 of the Purchase Agreement, Atlas Capital Resources III LP, a Delaware limited partnership, and Atlas Capital Resources (P) III LP, a Delaware limited partnership (each, a “Guarantor”) and together with the Sellers and Buyer, the “Parties”), pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer agreed to acquire substantially all of the assets of the Sellers as a going concern for (i) the Final Cash Consideration (as defined therein), subject to the Final Cash Consideration Cap (as defined therein), (ii) a credit bid and release of each Seller from the corresponding portion of each of the senior secured term loan B facility under the Prepetition Credit Agreement and the Prepetition Indenture (each as defined therein), in an aggregate amount equal to $63.437 million, and (iii) the assumption of certain specified liabilities of the Sellers, including obligations relating to the Company’s qualified pension plan (the “Transactions”).

AsOn ~~previously disclosed, on April~~October 137, 2020, ~~LSC Communications, Inc., a Delaware corporation (~~the “Company”), and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ~~(collectively, the “Chapter 11 Cases”), and on September 15, 2020, the Debtors and certain other non-Debtor subsidiaries of the Company~~ entered ~~into~~an aorder ~~Stock~~approving ~~and Asset Purchase Agreement (~~the “Purchase Agreement”) ~~with ACR III Libra Holdings LLC, a Delaware limited liability company,~~ and, ~~solely with respect to Section 9.13 of~~ the ~~Purchase Agreement, Atlas Capital Resources III LP, a Delaware limited partnership, and Atlas Capital Resources (P) III LP, a Delaware limited partnership~~Transactions.

ToOn facilitate discussions concerning the sale process, the Company provided certain financial and other information to certain holders of the senior secured term loan B facility under the Company’s Credit Agreement, dated as of SeptemberDecember 304, ~~2016~~2020, ~~as amended, and holders of senior notes under~~ the Company’s ~~Indenture,~~consummated ~~dated as of September 30, 2016, as amended (~~the ~~“Junior~~Transactions ~~Creditors”), pursuant to non-disclosure agreements with such Junior Creditors~~ (the “~~NDAs~~Closing”). ~~Pursuant~~At to the ~~NDAs~~Closing, ~~the~~Buyer ~~Company~~paid ~~agreed~~ to ~~disclose publicly any material non-public information disclosed to such Junior Creditors after a specified period or upon~~ the ~~occurrence~~Sellers ~~of certain events set forth in~~ the ~~NDAs.~~Estimated ~~The information included in this Form 8-K as Exhibit 99.1, including preliminary projections regarding the sources and uses of the Final~~ Cash Consideration (as defined in the Purchase Agreement) ~~(the~~of ~~“Disclosure~~approximately ~~Information”)~~$284.1 million, iswhich ~~being~~amount ~~furnished~~is subject to ~~satisfy~~certain ~~the~~post-Closing ~~Company’s public disclosure obligations under the NDAs~~adjustments.

~~Management~~Item of the Company prepared the projections from certain internal financial projections based on expectations, beliefs, opinions, and assumptions of the Company’s management that the Company’s management believed were reasonable at the time they were made1.01 ~~Such~~Entry ~~expectations,~~into beliefs, opinions, and assumptions may not be appropriate as of the date hereof in light of developments in the Company’s business and the broader markets it serves. The projections were not prepared with a ~~view~~Material ~~towards~~Definitive ~~public disclosure and were not prepared in accordance with generally accepted accounting principles or any published guidelines for preparation and presentation of “prospective financial information~~Agreement.” The inclusion of the projections in this Form 8-K should not be regarded as an indication that the Company or any other person considered, or now considers, this information to be predictive of actual future results, and does not constitute an admission or representation by any person that such information is material, or that the expectations, beliefs, opinions, and assumptions that underlie such projections remain the same as of the date of this Form 8-K, and readers are cautioned not to place undue reliance on the prospective financial information.

~~Neither~~In ~~the~~connection ~~independent~~with ~~auditor~~the ofClosing, the ~~Company~~Sellers ~~nor~~and ~~any~~Buyer ~~other~~entered ~~independent~~into ~~accountant~~that ~~has~~certain ~~examined,~~First ~~compiled,~~Amendment ~~or performed any procedures with respect~~ to ~~the~~Stock ~~prospective~~and ~~financial~~Asset ~~information~~Purchase ~~contained~~Agreement, indated ~~this~~as ~~Form 8-K.~~of ~~Accordingly~~December 4, ~~none~~2020 ~~has~~(the ~~expressed~~“First ~~any~~Amendment”), ~~opinion~~which, oramong ~~any~~ other ~~form~~things, of(i) provides ~~assurance~~that onthe ~~such~~Closing ~~information~~will oroccur ~~its~~on ~~achievability~~December 4, ~~and~~2020, ~~none~~subject ~~assumes~~to ~~any responsibility for~~ the ~~prospective~~terms ~~financial~~and ~~information.~~conditions ~~Except~~set asforth ~~required~~in bythe ~~law~~Amendment, (ii) establishes the ~~Company~~reference ~~does~~time ~~not~~for ~~currently~~the ~~intend~~measurement toof ~~update~~certain orfinancial ~~revise~~accounts ~~publicly~~purposes ~~any~~ of the ~~information~~working ~~contained~~capital orand ~~incorporated~~cash ~~herein~~consideration tocalculations, ~~reflect~~(iii) requires ~~circumstances~~the orSellers ~~other~~to ~~events~~consummate ~~occurring after~~ the ~~date~~Restructuring ~~the~~Transactions ~~financial~~(as ~~projections~~defined ~~were~~therein) ~~prepared~~prior or to ~~reflect~~ the ~~occurrence~~Closing ofand ~~future~~(iv) provides ~~events.~~for ~~These~~Sellers ~~considerations~~to ~~should~~facilitate bethe ~~taken~~payment ~~into~~of ~~account~~certain inamounts ~~reviewing~~under the ~~financial~~CBSA ~~projections, which were prepared~~ (as ofdefined anbelow) ~~earlier date. For additional information on factors that may cause actual future financial results~~ to ~~vary materially from~~ the ~~information~~Prepetition ~~presented~~Noteholders ~~herein,~~(as ~~see~~defined in the ~~section~~Purchase ~~entitled “Cautionary Note Regarding Forward-Looking Statements” below~~Agreement).

~~Press~~On ~~Release~~December 4, 2020, in connection with the termination of the DIP Credit Agreement (as defined below), the Company entered into that certain Cash Collateral and Letter of Credit Reimbursement Agreement (the “L/C Facility Agreement”), by and among the Company, certain of the lenders under the DIP Credit Agreement and Bank of America, N.A. as issuing bank. Pursuant to the L/C Facility Agreement, certain of the Company’s letters of credit issued under the DIP Credit Agreement will be cash collateralized and will remain outstanding following the termination of the DIP Credit Agreement. Approximately $46.5 million in aggregate amount of letters of credit will remain outstanding under the L/C Facility Agreement following the termination of the DIP Credit Agreement, which amount must be reduced to no greater than $3 million within thirty days of the date of the L/C Facility Agreement.

OnThe ~~September 30,~~foregoing ~~2020,~~descriptions of the ~~Company~~Purchase ~~issued~~Agreement, athe ~~press~~First ~~release~~Amendment ~~announcing~~and the ~~Bankruptcy~~L/C ~~Court’s~~Facility ~~approval~~Agreement ofdo not purport to be complete and are qualified in their entirety by reference to the ~~transactions~~full ~~contemplated~~text ~~under~~of the Purchase Agreement, ~~(the~~a ~~“Transactions”)~~copy of which was previously filed as Exhibit 2.1 Ato ~~copy~~the ofCurrent Report on Form 8-K filed by the ~~press~~Company ~~release~~with the SEC on September 15, 2020 and is incorporated herein by reference, the First Amendment, a copy of which is attached ~~hereto~~to this report as Exhibit 992.2 and is incorporated ~~into~~herein by reference, and the L/C Facility Agreement, a copy of which is attached to this ~~Item~~report 7as Exhibit 10.011 and is incorporated herein by reference.

~~The information contained in this~~ Item ~~7.01 and Exhibit 99.~~1 ~~and Exhibit 99~~.202 ~~shall~~Termination ~~not be deemed to be “filed” for the purposes~~ of ~~Section 18~~a ofMaterial ~~the~~Definitive Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filingAgreement.

1As previously disclosed, the Company had access to an aggregate principal amount of $100 million of debtor-in-possession financing on the terms and subject to the conditions set forth in that certain Debtor-in-Possession Credit

Agreement, dated as of April 15, 2020 (the “DIP Credit Agreement”), by and among the Company, the lenders party thereto from time to time and Bank of America, N.A. as administrative agent and issuing bank. On December 4, 2020, in connection with, and effective as of the Closing, the DIP Credit Agreement and all liens arising thereunder were terminated, along with the obligations of the parties thereto.

The information set forth under the Introductory Note and Item 1.01 of this Form 8-K is incorporated into this Item 1.02 by reference.

Item 2.01

Completion of Acquisition of Disposition of Assets.

The information set forth under the Introductory Note and Item 1.01 of this Form 8-K is incorporated into this Item 2.01 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 3, 2020, Thomas J. Quinlan III, Chief Executive Officer and President, and Andrew B. Coxhead, Chief Financial Officer, were terminated as officers of the Company in connection with the Closing. Mr. Quinlan will continue to serve as Chairman of the Company’s board of directors. None of these terminations was a result of any disagreement with the Company, its management or its board of directors.

Item 7.01.

Regulation FD Disclosure.

The estimated available amount to distribute from Buyer to the holders of the senior secured term loan B facility under the Prepetition Credit Agreement and holders of senior notes under the Prepetition Indenture (each as defined in the Purchase Agreement) (the “Junior Creditors”) pursuant to that certain Credit Bid Support Agreement, dated as of August 28, 2020, by and among ACR III LSC Holdings LLC (f/k/a ACR III Libra Parent LLC), the Junior Creditors party thereto, Lapetus Capital III LLC and, solely for purposes of certain sections of such agreement, the Guarantors (as amended, restated or otherwise supplemented, the “CBSA”) was approximately $68.5 million. Pursuant to the terms of the CBSA, on the Closing Date (as defined in the CBSA), Buyer held back approximately $31.9 million of the distribution subject to final determination of working capital and certain other closing accounts of the Sellers, and distributed the remaining approximately $36.6 million for the benefit of the Junior Creditors.

As disclosed in the joint chapter 11 plan of liquidation of the Debtors that was filed with the Bankruptcy Court on November 20, 2020, the Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore Company stockholders should expect to receive a total loss on their investment.

The information in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Exhibit
99.1		Disclosure Information provided in connection with discussions with certain Junior Creditors.
2.1		Stock and Asset Purchase Agreement, dated as of September 15, 2020, by and among LSC Communications, Inc. and certain of its subsidiaries party thereto, ACR III Libra Holdings LLC and, solely with respect to Section 9.13 of the Purchase Agreement, Atlas Capital Resources III LP and Atlas Capital Resources (P) III LP (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on September 15, 2020)*
99.2		Press Release, dated as of September 30, 2020, issued by LSC Communications, Inc.
2.2		First Amendment to Stock and Asset Purchase Agreement, dated as of December 4, 2020, by and among LSC Communications, Inc. and certain of its subsidiaries party thereto and ACR III Libra Holdings LLC company (n/k/a LSC Communications LLC)*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.1		Cash Collateral and Letter of Credit Reimbursement Agreement, dated as of December 4, 2020, by and among LSC Communications, Inc., certain of the lenders under the DIP Credit Agreement and Bank of America, N.A. as issuing bank*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Cautionary~~* ~~Note~~Certain ~~Regarding Forward~~schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-~~Looking~~K. ~~Statements~~The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

~~This~~4 Form 8-K contains certain forward-looking statements. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or other comparable terminology and include, but are not limited to, statements regarding the Purchase Agreement, the Transactions, the outcome and timing of the Chapter 11 process, and other statements regarding the Company’s strategy and future operations, performance and prospects. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including, but not limited to: the actions and decisions of our creditors and other third parties with interests in the Chapter 11 Cases; our ability to address the going concern considerations described in the footnotes to our audited consolidated financial statements and maintain liquidity to fund our operations during the Chapter 11 Cases; our ability to obtain Bankruptcy Court approvals in connection with the Chapter 11 Cases or the Transactions; our ability to consummate the Transactions or any other transactions once approved by the Bankruptcy Court and the time to consummation of such transactions; adjustments in the calculation of financial results for the quarter or year end, or the application of accounting principles; discovery of new information that alters expectations about financial results or impacts valuation methodologies underlying financial results; accounting changes required by United States generally accepted accounting principles; the competitive market for our products and industry fragmentation affecting our prices; the inability to improve operating efficiency to meet changing market conditions; the impact of the coronavirus pandemic on our business and operations, including demand for our products and services, and our ability to effectively manage the impacts of the coronavirus on our business operations; the effects of global market and economic conditions on our customers and suppliers; and other factors affecting the Company detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) that are available at www.sec.gov. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. For a list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov and in particular, our 2019 Form 10-K filed with the SEC on March 2, 2020. We caution you that the list of important factors included in our SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this communication may not in fact occur. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

SIGNATURE

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.


LSC Communications, Inc.

By:		/s/ Suzanne S. Bettman
Name:		Suzanne S. Bettman
Title:		Secretary; Chief Compliance Officer; General Counsel

Dated: ~~October~~December 14, 2020

Filing Compare · LSC Communications, Inc.